425: CoreWeave Urges Core Scientific Stockholders to Back Merger

CoreWeave Inc. urges Core Scientific stockholders to vote FOR its proposed all-stock acquisition, disagreeing with proxy advisor recommendations.

Summary

• CoreWeave Inc. is urging Core Scientific, Inc. stockholders to vote FOR its proposed all-stock acquisition on October 30, 2025, despite recommendations against the transaction from Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis).
• The definitive agreement, signed July 7, 2025, stipulates that Core Scientific stockholders will receive 0.1235 newly issued shares of CoreWeave Class A common stock for each share of Core Scientific common stock held.
• CoreWeave believes the agreed-upon transaction represents fair value and is the best alternative for Core Scientific stockholders' long-term interests.
• CoreWeave's CEO, Michael Intrator, stated there will be no increase to the offer price and emphasized that no other buyer has emerged since CoreWeave's initial approach in June 2024.
• CoreWeave argues that Core Scientific has already realized significant value, primarily driven by its partnership with CoreWeave, and that a standalone plan carries numerous risks, as acknowledged by Core Scientific's board and disclosures.
• The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions, including regulatory approval and approval by Core Scientific stockholders.

Sentiment

Score: 8

Explanation: The filing exhibits a strong positive sentiment from CoreWeave's perspective, aggressively advocating for the merger and dismissing proxy advisor concerns. It emphasizes the strategic merit and fair value of the transaction for both parties, particularly for Core Scientific stockholders.

Positives

• The proposed acquisition has strategic merit, which was not questioned by proxy advisors ISS and Glass Lewis.
• CoreWeave believes the agreed-upon transaction represents a fair valuation of the two companies in an all-stock merger.
• CoreWeave is positioned as the most logical acquirer, given its embedded role at Core Scientific's sites.
• CoreWeave asserts that Core Scientific has already realized value, largely due to its partnership with CoreWeave.
• The Boards of Directors of both CoreWeave and Core Scientific have unanimously approved the transaction.

Negatives

• Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) have recommended against the proposed transaction.
• Proxy advisors based their negative recommendations largely on the current Core Scientific stock price, potentially overlooking standalone risks.
• CoreWeave highlights that a standalone Core Scientific plan carries numerous risks, which Core Scientific's board has discussed and disclosed.
• The CEO of CoreWeave has stated there will be no increase to the offer price, indicating a firm stance on the current valuation.

Risks

• Uncertainty regarding the completion of the proposed transaction on anticipated terms or at all, and the timing of completion, including obtaining Core Scientific stockholder approval.
• Uncertainty in the value of the consideration Core Scientific stockholders would receive due to fluctuations in the market price of CoreWeave common stock.
• Potential for unforeseen liabilities, future capital expenditures, and challenges in realizing anticipated synergies and value creation.
• Risk of potential litigation relating to the proposed transaction against CoreWeave, Core Scientific, or their respective directors and officers.
• Disruptions from the proposed transaction harming CoreWeave's or Core Scientific's business, including current plans and operations, and diversion of management's time and attention.
• Potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction.
• Rating agency actions and CoreWeave's and Core Scientific's ability to access shortand long-term debt markets on a timely and affordable basis.
• Legislative, regulatory, and economic developments and actions targeting public companies in the artificial intelligence, power, data center, and crypto mining industries.
• Potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the proposed transaction.
• Certain restrictions during the pendency of the proposed transaction that may impact Core Scientific's ability to pursue business opportunities or strategic transactions.
• Acts of terrorism or outbreak of war, hostilities, civil unrest, attacks, and other political or security disturbances.
• Dilution caused by CoreWeave's issuance of additional shares of its securities in connection with the proposed transaction.
• The possibility that the transaction may be more expensive to complete than anticipated due to unexpected factors or events.
• Impacts of pandemics or other public health crises, including effects of government responses on people and economies.
• Global or regional changes in the supply and demand for power and other market or economic conditions.
• Changes in technical or operating conditions, including unforeseen technical difficulties.
• Development delays at CoreWeave and/or Core Scientific data center sites, including delays in converting crypto mining facilities to high-performance computing sites.

Future Outlook

The proposed all-stock acquisition of Core Scientific by CoreWeave is expected to close in the fourth quarter of 2025, subject to customary closing conditions, including regulatory and stockholder approvals. CoreWeave anticipates the transaction will represent fair value and be the best long-term alternative for Core Scientific stockholders.

Management Comments

• "Our proposed acquisition remains, by far, the best alternative for the long-term interests of Core Scientific stockholders. It is grounded in our deep understanding of the AI landscape, capital markets and Core Scientifics fundamentals." Michael Intrator, CoreWeave's Chief Executive Officer, Chairman of the Board, and co-founder.
• "We believe that our agreed-upon transaction, unanimously approved by Core Scientifics board, is a fair representation of the relative value of these two companies in an all-stock merger." Michael Intrator.
• "We urge Core Scientific stockholders to vote FOR the proposed transaction with CoreWeave on the WHITE proxy card." Michael Intrator.
• Michael Intrator has repeatedly stated there will be no increase to the offer price.

Industry Context

This announcement relates to the ongoing consolidation and strategic shifts within the high-performance computing (HPC), AI cloud, and data center industries. CoreWeave, positioning itself as 'The Essential Cloud for AI,' is acquiring Core Scientific, a company with significant data center infrastructure, including sites previously used for crypto mining. The transaction reflects a broader trend of converting infrastructure to support AI workloads, driven by increasing demand for specialized computing resources.

Corporate Governance

Legal Proceedings

• Potential litigation relating to the proposed transaction that could be instituted against CoreWeave, Core Scientific, or their respective directors and officers.

Related Party Transactions

• CoreWeave has an existing 'embedded role' at Core Scientific's sites and a 'partnership' with Core Scientific, which is a foundational element of the acquisition rationale.

Stakeholder Impact

• Core Scientific stockholders: Will exchange their shares for CoreWeave Class A common stock, requiring a vote on the transaction.
• CoreWeave stockholders: Will experience dilution due to the issuance of new shares for the acquisition.
• Employees: Integration of businesses may lead to changes in roles or organizational structure.
• Customers: Potential for enhanced service offerings and infrastructure capabilities from the combined entity.
• Creditors: Rating agency actions and ability to access debt markets could be impacted by the merger.

Next Steps

• Core Scientific stockholders are urged to vote FOR the proposed transaction on the WHITE proxy card by October 30, 2025.
• The transaction requires regulatory approval.
• The transaction is expected to close in the fourth quarter of 2025.

Key Dates

Recommendation

Based on CoreWeave's strong advocacy in the filing, the recommendation for Core Scientific stockholders is to accept the merger offer, effectively 'buying' into CoreWeave's future. CoreWeave presents the acquisition as strategically sound, offering fair value, and mitigating significant standalone risks for Core Scientific. For investors considering CoreWeave, the filing suggests a strategic acquisition that enhances its position in the AI cloud market, warranting a 'buy' recommendation for the combined entity's long-term prospects, despite proxy advisor concerns.

Keywords

CoreWeave, Core Scientific, acquisition, merger, AI cloud, data center, proxy vote, stockholders, SEC filing, corporate governance, CRWV, CORZ