Numa Avocats conseille les cédants dans le cadre de la cession de la société Napoleon Group à CoinShares

[DEAL] Les équipes de Numa Avocats sont heureuses d’avoir accompagné les associés de la société Napoleon Group dans le cadre de la cession à CoinShares, société cotée au Nasdaq First North Growth Market.

Pierre Galland et Benjamin Rosso étaient sur l’opération.


Extrait du communiqué de presse de CoinShares en date du 1er décembre 2021 (en anglais)

CoinShares Agrees to Acquire Napoleon and its Social Trading Platform Expanding into New Consumer Market Segment

1 December 2021 | SAINT HELIER, Jersey | CoinShares International Limited (Nasdaq First North Growth Market: CS; US OTCQX: CNSRF)(“CoinShares”), Europe’s largest and longest standing crypto firm, today announced it has agreed to acquire the French FinTech firm Napoleon Crypto SAS and its subsidiaries (“Napoleon”). Napoleon and its employees will become part of the CoinShares family of companies, leveraging CoinShares’ technology, market infrastructure, and market presence to further accelerate platform growth with a strong focus on self-directed investors.

Napoleon enables self-directed investors to expand their crypto investing experience by offering a suite of pre-built portfolios and strategies that cater to different investment objectives. The platform is seamlessly integrated with crypto exchanges like Binance, Bitfinex, Bitmex, FTX and Bitstamp, and is non-custodial, meaning users retain complete control over their funds while deploying algorithmic strategies and allocation models. Since its inception in 2017, Napoleon has established a strong foothold among the French investment community and has been looking to expand globally its consumer platform.

Under CoinShares’ ownership, Napoleon will continue to double down on building a vibrant investment community and delivering actionable insights. This community will join a larger social community that CoinShares has been working to build over the past seven years; a community focused on trading a wide variety of assets in a broad range of markets while optimizing for a variety of portfolio objectives including risk management, yield generation, and portfolio diversification.

Upon completion (expected in the second week of December) all of Napoleon’s team and assets will become part of CoinShares, and benefit from the scale and size of CoinShares’ broader outreach. At this point in time, there will be no changes to Napoleon’s day to day management and product offerings.

Napoleon Group GM JC Dudek commented “Napoleon Group is proud to have built one of Europe’s most active crypto trader communities. This transaction will enable us to focus on accelerating our platform growth and client acquisition. We are very excited to join CoinShares and their broader ecosystem of partners to keep scaling.”

CoinShares’ acquisition of Napoleon is part of the Group’s growth strategy to continue expanding its in-house technology and platforms to reach new markets with new products that will help bridge the gap between traditional and decentralized finance while recognizing a deep change in investor preferences.

CoinShares CEO Jean-Marie Mognetti noted “Crypto is about community, and over the last seven years, CoinShares has built a fantastic one. As we continue to grow, it is increasingly important for us to keep developing our ability to distribute our research, expertise, and products directly to our clients via the most appropriate channel. Today, Napoleon offers crypto exchange clients the capabilities to hook their exchange account to our platform of thematic algorithmic trading strategies and baskets designed to offer better risk adjusted return based on customer selected risk profile. Scaling this platform, and its attached services, is the perfect way to kick start a new and exciting consumer focused growth chapter for CoinShares.”

Technical note:

On 30 November 2021, CoinShares International Limited entered into a sale and purchase agreement (the “SPA”) to acquire the entire issued share capital in Napoleon Crypto SAS for €13,930,427.43. The transaction will settle via a combination of cash and a partial equity swap, with the issuance of 363,636 new ordinary shares (“Consideration Shares”) at a price of €10.8 per share and is expected to complete in the second week of December upon admission of the Consideration Shares to trading. The SPA contains customary vendor and purchaser representations and covenants. CoinShares will own the intellectual property and existing contracts relating to the business.

About CoinShares

CoinShares is Europe’s largest and longest standing digital asset investment firm, managing billions of dollars of assets on behalf of its client base. The Group is focused on expanding investor access to the digital asset ecosystem by pioneering new financial products and services that seek to provide trust and transparency when accessing this new asset class. CoinShares is publicly listed on the Nasdaq First North Growth Market under the ticker CS and the OTCQX under the ticker CNSRF.

For more information on CoinShares, please visit:

Company | +44 (0)1534 513 100 |

Investor Relations – Jay Morakis | +1 646 859 5951 |

Certified Advisor – Mangold Fondkommission AB | +46 (0)8 503 015 50 |

This information is information that CoinShares International Limited is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014). The information in this press release has been published through the agency of the contact persons set out above, at 7:00am GMT on 1 December 2021.

Forward looking statements

The report contains certain forward-looking statements and opinions. Forward looking statements are statements that do not relate to historical facts and events, and such statements and opinions pertaining to the future that, for example, contain wordings such as “believes”, “estimates”, “anticipates”, “expects”, “assumes”, “forecasts”, “intends”, “could”, “will”, “should”, “would”, “according to estimates”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “to the knowledge of” or similar expressions, which are intended to identify a statement as forward-looking. This applies, in particular, to statements and opinions in the report concerning future financial returns, plans and expectations with respect to the business and management of the Company, future growth and profitability, and the general economic and regulatory environment, and other matters affecting the Company.

Forward-looking statements are based on current estimates and assumptions made according to the best of the Company’s knowledge. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause the actual results, including the Company’s cash flow, financial position, and operating profit, to differ from the information presented in such statements, to fail to meet expectations expressly or implicitly assumed or described in those statements or to turn out to be less favourable than the results expressly or implicitly assumed or described in those statements. Accordingly, prospective investors should not place undue reliance on the forward-looking statements contained herein and are strongly advised to read the entire report. The Company cannot give any assurance regarding the future accuracy of the opinions set forth herein or as to the actual occurrence of any predicted developments.

In light of the risks, uncertainties and assumptions associated with forward-looking statements, it is possible that the future events mentioned in the report may not occur. Moreover, the forward-looking estimates and forecasts derived from third party studies referred to in the report may prove to be inaccurate. Actual results, performance or events may differ materially from those presented in such statements due to, without limitation, changes in general economic conditions, in particular economic conditions in the markets in which the Company operates, changes affecting interest rate levels, changes affecting currency exchange rate, changes in levels of competition and changes in laws and regulations.

Crédit : CoinShares International Limited


Conseils de l’opération :

Conseil juridique vendeurs (M&A) : Numa Avocats (Pierre Galland, Benjamin Rosso)

Conseil juridique acquéreur : DLA Piper (Simon Charbit, Fabien Goudot)


Contact : Pierre Galland, Avocat associé,

A propos de Numa Avocats :

Numa Avocats, cabinet spécialisé en droit des affaires opérant à Aix-en-Provence, Marseille, Paris et Shanghai, conseille et assiste les PME, ETI, entrepreneurs, les dirigeants, les institutionnels lors d’opérations complexes et stratégiques sur tous les aspects intéressant le droit des affaires et notamment en matières juridiques, fiscales et sociales. Structurés en départements spécialisés, les avocats du cabinet travaillent de façon totalement intégrée pour conseiller, défendre et représenter les intérêts d’une clientèle nationale et internationale.

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