Core Viewpoint - CoreWeave's CEO stated that the company will not increase its $9 billion all-stock offer for Core Scientific, emphasizing that the acquisition is not essential and reflects the relative value of both companies [1] Group 1: Acquisition Details - CoreWeave proposed an all-stock deal for Core Scientific at $20.40 per share [2] - The acquisition is described as a "nice to have, not a need to have" by CoreWeave's CEO [1] Group 2: Shareholder Reactions - Institutional Shareholder Services (ISS) recommended shareholders reject the acquisition, arguing that Core Scientific can continue to grow independently [2] - Two Seas Capital, a Core Scientific investor, is leading opposition against the deal, citing flaws in the sale process and deal structure [3] Group 3: Market Response - CoreWeave's stock decreased by 4.3% while Core Scientific's stock increased by 1.6%, indicating market preference for Core Scientific's independence [3]

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]

Core Viewpoint - Nvidia's holding concept stocks experienced a decline, with Coreweave, Applied Digital, and NEBIUS dropping over 7%, 9.4%, and 9.6% respectively [1] Group 1: Acquisition Details - Coreweave announced the acquisition of AI computing miner Core Scientific, based on a previously established all-stock agreement from July 7, emphasizing that the offer is "best and final" with no modifications [1] - The merger is presented as a secure and valuable path for future development, promising immediate premiums for shareholders and significant long-term growth potential [1] Group 2: Strategic Implications - Coreweave argues that if Core Scientific opts for independent operation, it would face substantial capital expenditures and execution risks [1] - The company is urging shareholders to support the transaction at the special shareholder meeting scheduled for October 30 [1]

Core View - Nvidia's related stocks experienced a decline, with Coreweave down over 7%, Applied Digital down over 9.4%, and NEBIUS down over 9.6% [1] Acquisition Details - Coreweave is set to acquire AI computing miner Core Scientific through an all-stock agreement reached on July 7, emphasizing that the offer is "best and final" with no modifications [1] - The merger is presented as a secure and valuable path for future development, promising immediate premiums for shareholders and significant long-term growth potential [1] Strategic Rationale - Coreweave argues that if Core Scientific opts for independent operations, it would face substantial capital expenditures and execution risks [1] - The company is urging shareholders to support the transaction at the special shareholder meeting scheduled for October 30 [1]

Core Scientific and CoreWeave Transaction Overview - Two Seas Capital LP, a significant shareholder of Core Scientific, opposes the proposed sale to CoreWeave, arguing that the transaction undervalues Core Scientific [1][2] - The letter emphasizes the growing demand for high-performance computing (HPC) assets driven by AI developments, indicating a favorable market environment for Core Scientific [2][3] Market Context and Comparisons - Since the announcement of the merger, there has been a surge in multi-billion-dollar deals in the data center sector, highlighting the increasing value of HPC assets [3][20] - Core Scientific's peers, including Applied Digital, Cipher Mining, and TeraWulf, have seen their stock prices triple since the merger announcement, contrasting with Core Scientific's modest 9% increase [4][5] Valuation Concerns - The current implied value of Core Scientific shares in the proposed transaction is approximately $17.50, significantly lower than the potential trading price if aligned with its peers [6][21] - Core Scientific's stock has consistently traded above the merger's implied value, indicating market skepticism about the deal [9][11] Shareholder Advocacy - Two Seas Capital urges shareholders to reject the proposed transaction, advocating for the potential upside of retaining Core Scientific as an independent entity [12][19] - The firm believes that Core Scientific has superior alternatives to the proposed merger, which does not reflect the company's true value in the current market [11][12]