CoreWeave’s Strategic Stance: Core Scientific Deal Faces Shareholder Resistance

Acquisition Under Scrutiny

CoreWeave CEO Michael Intrator has characterized the company‘s proposed acquisition of Core Scientific as a strategic enhancement rather than a fundamental necessity. This statement comes amid escalating opposition from Core Scientific’s shareholders, particularly its largest investor, Two Seas Capital LP. The $9 billion all-stock transaction, announced in July, would transfer Core Scientific’s substantial 1.3GW data center capacity to the AI cloud specialist.

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Shareholder Resistance Intensifies

Two Seas Capital LP has emerged as the deal’s most vocal opponent, filing a formal proxy statement against the acquisition in September 2025. The investment firm maintains that the transaction significantly undervalues Core Scientific, describing the structure as fundamentally flawed. Their opposition gained substantial credibility when independent proxy advisory firm Institutional Shareholder Services Inc. (ISS) endorsed their concerns in a detailed assessment., according to industry developments

ISS highlighted several procedural shortcomings 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.” The advisory firm concluded that it was difficult to determine whether the process truly secured the best possible terms for Core Scientific shareholders., as related article

CoreWeave’s Strategic Positioning

In his CNBC interview, Intrator expressed disappointment with the ISS report while reaffirming his belief in the deal’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,” Intrator stated, emphasizing CoreWeave’s disciplined approach to valuation.

The CEO’s characterization of the acquisition as a “nice to have, not a need to have” signals CoreWeave’s confidence in its standalone growth trajectory. This positioning suggests the company views the potential acquisition as an accelerator rather than a prerequisite for its strategic objectives.

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Transaction Terms and Historical Context

The proposed merger would provide Core Scientific stockholders with 0.1235 newly issued shares of CoreWeave Class A common stock for each share of Core Scientific common stock. Upon completion, Core Scientific’s stockholders would own less than 10 percent of the combined entity.

This isn’t the first acquisition attempt between the two companies. CoreWeave previously made a $1 billion offer for Core Scientific in 2024, which was promptly rejected for significantly undervaluing the data center provider. Intrator’s latest comments indicate CoreWeave has reached its maximum valuation threshold and shows no willingness to increase its offer.

Industry Implications

The ongoing dispute highlights several critical trends in the infrastructure and cloud computing sectors:

• Valuation methodologies for data center assets in the AI era
• Shareholder activism in technology M&A transactions
• Strategic positioning of specialized cloud providers versus traditional data center operators
• Governance considerations in all-stock transactions with lockup provisions

The outcome of this acquisition battle will likely influence future M&A activity in the rapidly consolidating data center and AI infrastructure markets, particularly as demand for computational resources continues to surge.

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