- Core Scientific shareholders are set to vote on a proposed acquisition by CoreWeave in a special meeting on October 30.
- The all-stock deal would see Core Scientific investors receive 0.1235 shares of newly issued CoreWeave Class A common stock for each share held, valuing the transaction at approximately $9 billion.
- Proxy advisory firms ISS and Glass Lewis, along with major shareholder Two Seas Capital, have advised shareholders to vote against the deal, citing concerns over the offer’s value.
- Most of Core Scientific’s revenue comes from digital asset self-mining and hosted mining operations.
- Despite recent stock volatility and opposition, CoreWeave CEO Michael Intrator stated the company does not plan to increase its offer.
Core Scientific, a data center infrastructure and cryptocurrency mining firm based in Dover, Delaware, will hold a special shareholder meeting on October 30 to vote on a potential acquisition by CoreWeave. The deal, structured as an all-stock transaction, proposes that Core Scientific shareholders receive 0.1235 new shares of CoreWeave stock for every share owned.
The proposed acquisition values Core Scientific at around $9 billion, compared to its current market capitalization of roughly $5.5 billion. The company’s revenue is primarily generated from digital asset self-mining and hosted mining, with its recent quarterly financials showing $78.6 million in total revenue, of which the majority came from these segments.
However, the proposed acquisition has faced resistance. Proxy advisory firms ISS and Glass Lewis have urged shareholders to vote against the deal. Glass Lewis noted, “The market’s prolonged discount of the deal’s implied value to Core Scientific’s share price—combined with the absence of any mechanisms to mitigate downside risk—indicates that the proposed exchange does not adequately compensate Core Scientific shareholders for the risks inherent in the CoreWeave consideration.” Major investor Two Seas Capital has also opposed the deal.
In response, CoreWeave stated it disagreed with those recommendations, asserting that the risks of remaining independent are being overlooked. In an interview with CNBC, CoreWeave CEO Michael Intrator said the acquisition would be a “nice to have” rather than a necessity and clarified that CoreWeave would not improve its offer.
Following recent market volatility and a 7.4% single-day stock drop, Core Scientific stock remains under pressure. Bitcoin prices, which directly impact the company’s self-mining revenue, have fallen about 14% from recent peaks. Nevertheless, the company’s stock has grown by approximately 27% year-to-date as of the latest trading session. The final shareholder vote and the fate of the deal are expected by the end of the fourth quarter.
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