CoreWeave CEO Downplays Urgency of Core Scientific Acquisition Amid Shareholder Resistance

CoreWeave CEO Downplays Urgency of Core Scientific Acquisiti - Acquisition Faces Mounting Opposition CoreWeave's planned $9 b

Acquisition Faces Mounting Opposition

CoreWeave’s planned $9 billion acquisition of data center provider Core Scientific is encountering significant resistance from shareholders and proxy advisory firms, according to recent reports. The deal, which would transfer Core Scientific’s substantial 1.3GW data center capacity to the AI cloud firm, was initially agreed upon on July 7 as an all-stock transaction.

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CEO Characterizes Deal as Non-Essential

In response to growing opposition, CoreWeave CEO Michael Intrator reportedly told CNBC that the acquisition would be “nice to have, not a need to have” for his company. This characterization suggests CoreWeave may be preparing for the possibility that the transaction might not proceed amid the ongoing controversy.

Intrator expressed disappointment with critical analysis from proxy advisory firms but maintained that “the bid that we put out there is a fair representation of the relative value of the two companies” according to the CNBC interview. He emphasized that CoreWeave would continue with its business strategy regardless of the acquisition’s outcome.

Shareholder Concerns Over Valuation

The opposition movement is being led by Core Scientific’s largest shareholder, Two Seas Capital LP, which filed a proxy statement against the deal in September 2025. The firm has consistently argued that the terms undervalue Core Scientific since first voicing disapproval in August, describing the arrangement as “poorly structured” according to their statements.

Under the merger agreement, Core Scientific stockholders would receive 0.1235 newly issued shares of CoreWeave Class A common stock for each share of Core Scientific common stock. Analysis indicates this would result in Core Scientific’s stockholders owning less than 10 percent of the combined company upon completion.

Independent Analysis Questions Process

Institutional Shareholder Services Inc. (ISS), an independent proxy advisory firm, has reportedly raised concerns about the acquisition process. Their analysis stated 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” according to the firm’s report.

The ISS report further suggested that “it is difficult to conclude that the process was run in a manner that maximized the likelihood of securing the best available terms for shareholders” based on their evaluation of the transaction details.

Historical Context and Future Implications

This represents CoreWeave’s second attempt to acquire Core Scientific, following a $1 billion bid in 2024 that was reportedly rejected for significantly undervaluing the company. The current statements from CoreWeave’s CEO suggest the company is unwilling to increase its offer despite the opposition.

The acquisition would significantly expand CoreWeave’s data center infrastructure footprint, adding Core Scientific’s substantial capacity to support growing artificial intelligence and cloud computing demands. However, with CoreWeave’s leadership now characterizing the deal as non-essential, analysts suggest the transaction’s completion appears increasingly uncertain amid the mounting shareholder resistance and independent criticism of the valuation and process.

References & Further Reading

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