Core Viewpoint - The proposed acquisition of Core Scientific by CoreWeave is facing significant opposition from shareholders, primarily due to concerns over the valuation of the deal, which is perceived as inadequate given the current market conditions [2][3]. Acquisition Details - CoreWeave's acquisition offer for Core Scientific is valued at $9 billion and is structured as an all-stock transaction [2]. - Institutional Shareholder Services (ISS) has recommended that Core Scientific shareholders reject the acquisition, indicating that the market values Core Scientific higher than the proposed offer [2]. Market Reactions - Following the news of ISS's recommendation, shares of CoreWeave fell approximately 5%, while Core Scientific's shares increased by nearly 3% [2]. - The market's reaction suggests a belief that better investment opportunities may exist for Core Scientific shareholders if the deal is rejected [2]. Shareholder Sentiment - Two Seas Capital, a significant shareholder with a 6.2% stake in Core Scientific, has expressed intentions to vote against the acquisition [2]. - CoreWeave's CEO, Michael Intrator, has stated that the company will not increase its offer, emphasizing that the proposed valuation reflects their assessment of Core Scientific's worth [2]. Implications for AI Market - The outcome of the shareholder vote on October 30 could provide insights into investor sentiment regarding the AI technology market and the perceived value of companies within this sector [2].

Core Viewpoint - Two Seas Capital LP supports the recommendations from leading proxy advisory firms ISS and Glass Lewis for Core Scientific shareholders to vote "AGAINST" the proposed merger with CoreWeave, citing inadequate compensation for shareholders and highlighting Core Scientific's standalone potential [1][2]. Proposed Merger Concerns - Glass Lewis criticized the proposed merger structure, indicating that it does not sufficiently protect Core Scientific shareholders from risks associated with CoreWeave's share price volatility [2][5]. - The absence of price protection mechanisms in the merger agreement leaves Core Scientific shareholders exposed to fluctuations in CoreWeave's stock price, which has shown significant volatility [5][10]. - Two Seas argues that the financial advisors' optimistic valuations of CoreWeave may not align with market realities, suggesting that the merger consideration undervalues Core Scientific [5][6]. Standalone Potential of Core Scientific - Two Seas emphasizes that Core Scientific possesses significant standalone value, particularly in the growing AI sector, and that the proposed merger does not reflect this potential [2][10]. - The analysis indicates that the implied value of the merger consideration has consistently fallen below the valuations provided by financial advisors, suggesting that shareholders may be better off rejecting the merger [10]. Shareholder Recommendations - Two Seas urges shareholders to follow the recommendations of ISS and Glass Lewis by voting against the merger to unlock Core Scientific's full potential [2][10]. - The persistent negative spread between Core Scientific's share price and the implied merger value indicates that investors value the company more highly as an independent entity [10].

Group 1 - CoreWeave, Inc. (NASDAQ:CRWV) experienced a significant decline of 7.17% on Monday, closing at $127.06, following a recommendation from Institutional Shareholder Services (ISS) to reject its proposed merger with Core Scientific Inc. [1][4] - The Board of Directors of Core Scientific stated that the merger represents the best available alternative for shareholders, despite the ISS's opposing stance [2][4]. - Two Seas Capital, a shareholder in both Core Scientific and CoreWeave, expressed concerns that the merger exposes Core Scientific shareholders to the volatility of CoreWeave's share price without adequate protections [3][4]. Group 2 - The opposition from ISS has created uncertainties regarding the future of the merger, which may influence institutional investors who depend on proxy advisory services for voting decisions [4]. - While there is potential for CoreWeave as an investment, there is a belief that other AI stocks may offer better returns with lower risk [5].

CoreWeave (CRWV) CEO Michael Intrator told CNBC the company will not raise its $9 billion all-stock offer for bitcoin miner Core Scientific (CORZ), calling the acquisition a “nice to have, not a need to have.” He said the offer fairly reflects the relative value of both companies and that CoreWeave will continue as planned even if the deal is rejected.In addition, proxy advisory firm Institutional Shareholder Services (ISS) yesterday urged shareholders to reject CoreWeave’s proposed purchase of Core Scient ...

Group 1 - CoreWeave maintains its $9 billion offer for Core Scientific despite opposition from major shareholders, asserting that the current bid is reasonable [1] - The company is expanding its cloud service capacity through multiple acquisitions, including the $9 billion acquisition of Core Scientific and smaller acquisitions in fields like reinforcement learning and industrial AI [1] - Institutional Shareholder Services has advised Core Scientific's investors to reject CoreWeave's offer, indicating that some large investors believe the valuation is too low [1] Group 2 - CoreWeave provides AI computing power to companies like OpenAI and Microsoft, with Microsoft accounting for over 70% of its sales in Q2 [2] - The company has entered a $14.2 billion partnership with Meta Platforms, aiming to diversify its customer base [2] - CoreWeave is part of the emerging "neoclouds" sector, which specializes in renting out top-tier AI chip usage rights, facing competition from companies like Nebius Group and Nscale Global Holdings [2] Group 3 - CoreWeave has a $6.3 billion agreement with Nvidia for the purchase of excess computing power not utilized by clients, which helps strengthen its financial position [3] - Despite many AI companies, including CoreWeave, operating at a loss, major tech firms are investing billions in data centers and advanced AI chips, raising concerns about a potential "trillion-dollar AI bubble" [3]

Core Scientific and Proposed Merger with CoreWeave - Two Seas Capital LP supports ISS's recommendation for Core Scientific shareholders to vote "AGAINST" the proposed sale to CoreWeave, citing that the sale process did not maximize shareholder value [1][2][3] - The proposed merger is viewed as flawed due to a deficient structure and inadequate valuation, with ISS stating that the board's process was rushed and did not adequately explore alternatives [3][4][5] Valuation and Market Response - Since the announcement of the proposed merger, Core Scientific's share price has consistently closed at a double-digit premium to the offer, indicating that the market perceives the company's value to be higher than what CoreWeave is willing to pay [5][10] - The median premium of Core Scientific shares to the offer has been reported at 12.5% since the expiration of the CRWV IPO-related lockups [10] Shareholder Advocacy - Two Seas urges shareholders to reject the proposed transaction to unlock the potential value of Core Scientific, which is seen as one of the best assets in the AI landscape [2][3][6] - The upcoming special meeting for shareholders is scheduled for October 30, 2025, where the vote against the merger will take place [6]

Core Scientific Partnership - The company expressed disappointment with ISS's report regarding its longstanding partnership with Core Scientific, which dates back to 2018, emphasizing that it remains in the long-term interest of Core Scientific shareholders [1] Bid and Valuation - The company believes that its bid for Core Scientific represents a fair valuation of both companies in an all-stock deal, indicating that the transaction is not essential but rather a beneficial opportunity [2][3] Future Strategy - The company is not considering raising its offer for Core Scientific but acknowledges that the deal would have added value, suggesting a focus on other potential deals in the industry to enhance its portfolio [3][4] Acquisition Activity - The company has been active in acquiring other firms, such as Open Pipes and Weights and Biases, and is in an inquisitive mode to expand its functionality [5] Data Center Expansion - The company is actively expanding its portfolio in the physical data center space, including partnerships with Galaxy Digital and Applied Digital, positioning itself well for future growth [6]

Core Viewpoint - CoreWeave's proposed acquisition of Core Scientific is viewed as a "nice to have" rather than a necessity, as shareholders may block the deal [1][3] Acquisition Details - CoreWeave proposed an all-stock deal valued at approximately $9 billion to acquire Core Scientific, which led to a nearly 18% drop in Core Scientific's stock price immediately after the announcement [1] - Institutional Shareholder Services (ISS) recommended that shareholders vote against the acquisition, indicating that some investors believe Core Scientific is worth more than the offered price [2] Shareholder Sentiment - Two Seas Capital, a significant shareholder of Core Scientific, publicly opposed the acquisition, arguing that the offered price is too low and expressing skepticism about shareholder acceptance of the deal [5] - Shareholders are set to vote on the acquisition on October 30 [5] Company Strategy - CoreWeave has been actively pursuing acquisitions in 2023 to expand its AI-related offerings, having acquired firms like OpenPipe, Weights & Biases, and Monolith [6] - The company has been capitalizing on the growing demand for AI investments and has built data centers to provide Nvidia-powered computing power to major clients like Microsoft [6]

Group 1 - Institutional Shareholder Services recommended investors vote against CoreWeave's plans to acquire Core Scientific [1] - The proposed acquisition is valued at $9 billion [1]

Core Insights - CoreWeave has rapidly transitioned from a niche GPU provider to a prominent player in the AI sector, with its IPO priced at $40 in late March and significant demand from major tech customers [1] - The company is pursuing growth through acquisitions, exemplified by its merger with Core Scientific, aimed at enhancing its computational capacity and infrastructure [2] Merger Details - The merger between CoreWeave and Core Scientific is valued at approximately $5 billion, with an all-stock offer that values Core Scientific (CORZ) at around $20.40 per share [5] - The upcoming shareholder vote on October 30 is critical, as there is significant opposition from major shareholders who believe the merger undervalues the company [4][5] Shareholder Concerns - Two Seas Capital, the largest active holder of CORZ, has publicly opposed the merger, arguing that the valuation is not favorable [5] - The original bid of $20.40 per share is now perceived as closer to $17 due to recent price fluctuations, leading to concerns about the deal's viability [6]