CoreWeave’s Strategic Stance: Core Scientific Acquisition Faces Shareholder Resistance and Valuation Concerns

Deal Dynamics and Shareholder Dissent

In a revealing interview with CNBC, CoreWeave CEO Michael Intrator characterized the company‘s proposed acquisition of Core Scientific as a strategic enhancement rather than an essential requirement. This statement comes amid escalating opposition from Core Scientific’s largest shareholder, Two Seas Capital LP, which filed a formal proxy statement against the $9 billion all-stock transaction in September 2025.

Deal Dynamics and Shareholder Dissent
Transaction Terms and Ownership Structure
Valuation Controversy Deepens
CoreWeave’s Strategic Perspective
Historical Context and Future Implications

Transaction Terms and Ownership Structure

The acquisition agreement, finalized on July 7, would transfer Core Scientific’s substantial data center portfolio—including 1.3GW of capacity—to the AI cloud specialist. Under the merger terms, Core Scientific stockholders would receive 0.1235 newly issued shares of CoreWeave Class A common stock for each share they currently hold. Post-transaction, Core Scientific’s shareholders would collectively own less than 10 percent of the combined entity, a point of contention for opposing investors.

Valuation Controversy Deepens

Two Seas Capital has maintained its position that the deal significantly undervalues Core Scientific since first expressing disapproval in August. The firm describes the transaction as “poorly structured” and has been actively rallying other shareholders to join its opposition efforts. Their stance recently gained support from influential proxy advisory firm Institutional Shareholder Services Inc. (ISS), which raised concerns about the acquisition process in its detailed assessment., as covered previously, according to market analysis

ISS highlighted several procedural issues in its report, noting that “the board conducted an exclusive process on a short timeline, and it did not obtain downside protection against the volatility of the acquisition currency, which was still subject to a lockup.” The firm concluded that it was “difficult to conclude that the process was run in a manner that maximized the likelihood of securing the best available terms for shareholders.”

CoreWeave’s Strategic Perspective

Intrator expressed disappointment with the ISS report while reaffirming his belief in the transaction’s long-term value for Core Scientific shareholders. “We think that the bid that we put out there is a fair representation of the relative value of the two companies as an all-stock deal,” he stated during the CNBC interview. His comments underscore CoreWeave’s position that while the acquisition would be beneficial, it’s not critical to the company’s strategic direction.

The CEO’s characterization of the deal as “nice to have, not a need to have” signals CoreWeave’s willingness to walk away if shareholder opposition proves insurmountable. Intrator emphasized that “everything has a value, and the number we put out is the value we’re willing to pay for them under all circumstances,” indicating the company‘s firm stance on valuation.

Historical Context and Future Implications

This isn’t the first acquisition attempt between the two companies. In 2024, CoreWeave made a $1 billion offer for Core Scientific that was promptly rejected for significantly undervaluing the target company. The current transaction represents a substantial increase in proposed value, though opposition suggests it may still fall short of shareholder expectations.

The outcome of this acquisition battle will have significant implications for both companies’ futures and could influence consolidation trends within the competitive data center and cloud infrastructure sectors. As the proxy contest unfolds, industry observers are watching closely to see whether CoreWeave’s “nice to have” approach will prevail or if shareholder resistance will force a reevaluation of the transaction terms.