Largest Shareholder Argues Proposed Deal Undervalues Core Scientific
Two Seas Capital, holding the position of largest active shareholder in Core Scientific (NASDAQ: CORZ), has published an investor presentation urging shareholders to vote against the company’s proposed sale to CoreWeave (NASDAQ: CRWV). The firm’s opposition hinges on a claim that the transaction's structure, negotiation process, and ultimate valuation are inadequate for Core Scientific’s robust future potential in AI infrastructure.
Peer Valuations Reveal Missed Opportunity for Core Scientific Shareholders
According to the analysis by Two Seas Capital, peer companies in the high-performance computing and AI infrastructure space have seen their valuations more than double over the last three months, while Core Scientific’s own stock has declined, “tethered to CoreWeave’s underperforming shares.” The implication is that shareholders are at risk of missing significant upside if the sale goes through under the current terms.
| Company | Peer Group 3-Month Price Change (%) | Core Scientific 3-Month Price Change (%) |
|---|---|---|
| AI Data Center Peer Average | +100%* | -X%** |
*Peer companies as cited in Two Seas’ investor presentation.
**Exact value redacted per provided materials, but noted as negative.
Structural Flaws and Market Dynamics Undermine Shareholder Value
Sina Toussi, Founder and CIO of Two Seas, asserts the current proposal was shaped by a “deeply flawed process,” resulting in a deal structure and exchange ratio that falls short of delivering fair value. Toussi highlights that the ongoing surge in AI infrastructure investments, alongside the company’s strong assets and potential, supports Core Scientific continuing as a standalone entity. He points out, “The AI infrastructure buildout is drawing in billions of dollars by the week… Core Scientific is uniquely positioned to capitalize.”
Two Seas Calls for a Rejection of the Current Offer
Two Seas recommends that all shareholders carefully review their full investor presentation, which outlines a detailed valuation analysis, and vote AGAINST the proposed deal at the upcoming October 30 special meeting. The firm’s core message is that better alternatives exist to realize value—alternatives they claim are more aligned with market dynamics and Core Scientific’s underlying business strength.
Key Takeaway for Investors: Proxy Vote to Determine Core Scientific’s Future Path
This ongoing shareholder dispute reflects a classic valuation challenge at the intersection of rapidly-evolving sectors like AI infrastructure. With major AI peers soaring, and Core Scientific positioned as a valuable asset, the coming shareholder vote will determine if investors choose the immediate certainty of a buyout—or the potential long-term rewards of standing alone in a high-growth sector. Interested parties can access the detailed presentation and proxy materials on the SEC’s website for a deeper dive ahead of the vote.
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