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Second Leading Independent Proxy Advisory Firm Glass Lewis Joins ISS In Recommending Core Scientific Shareholders Vote "AGAINST" Proposed Sale to CoreWeave on GOLD Proxy Card
Prnewswireยท2025-10-21 19:00

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].