Carey Olsen supports CoinShares SPAC merger

Carey Olsen has played a pivotal role in advising CoinShares, a prominent Jersey-based asset manager focusing on digital assets, regarding its merger with the Cayman Islands special purpose acquisition company Vine Hill Capital Investment Corp. This strategic partnership, which finalised on 31 March, has enabled CoinShares to transition its listing from Nasdaq Stockholm to Nasdaq in the United States. The company now boasts an approximate valuation of US$1.2 billion after securing a US$50 million PIPE investment from an institutional investor. Trading of its shares under the ticker CSHR commenced the following day, 1 April.

With approximately US$6 billion in managed assets, CoinShares provides a range of services encompassing ETFs, active strategies, and on-chain management. The transaction was structured as a Jersey scheme of arrangement alongside a Cayman Islands merger, necessitating the comprehensive legal acumen of Carey Olsen’s corporate and litigation groups in both jurisdictions. The Jersey corporate team, including partners Katherine Tresca and James Willmott, was supported by associates Damilola Obafemi and Chris Oke, while the Cayman Islands corporate team featured partner Dylan Wiltermuth and associate Nicholas Vasic. Additionally, the litigation team from Jersey consisted of partner Louise Woolrich and associate Libby Cowieson. Notably, Carey Olsen collaborated with the onshore legal counsel White & Case LLP in London, Stockholm, and New York.

James Willmott expressed pride in the ongoing relationship with CoinShares by stating "Having acted for CoinShares since its inception, we're proud to have supported the team on this milestone achievement." He highlighted that the deal underscores Jersey's robust regulatory environment, affirming the island's status as a prime location for European firms intending to access U.S. markets. Furthermore, he remarked, "CoinShares has long been recognised as an innovator in the digital assets space, and this latest development positions the company to continue its impressive growth trajectory and broaden its reach to U.S. investors seeking regulated digital asset products."

Louise Woolrich also noted the complexity of the transaction, remarking "Given the unique structure of the transaction, it was necessary for the court to sanction the scheme with outstanding conditions, which demonstrates the Jersey Court's sophistication in dealing with complex, international matters."

Christopher Griffin, a partner at Carey Olsen, has previously assisted CoinShares on various significant milestones, including the launch of its institutional-grade Bitcoin product in 2021 and the establishment of the world’s first regulated crypto-denominated investment fund back in 2017.