CoreWeave’s All-Stock Acquisition of Core Scientific: High Premium, No Bidding War, and Strategic Upside
Best and Final Offer Delivers Premium and De-Risks Shareholder Value
CoreWeave has made clear to Core Scientific (NASDAQ: CORZ) stockholders: its proposed all-stock acquisition is both best and final, with no plans to improve the offer. This message, delivered through a direct letter, aims to reaffirm confidence among shareholders ahead of the crucial October 30 special meeting.
The deal offers Core Scientific holders not just immediate value—a historic 60% premium to recent prices—but the ability to participate in future growth with a rapidly expanding AI platform. CoreWeave emphasizes that the current bid is as strong as it gets, explicitly rejecting the possibility of a revised offer, despite pressure and dissent from hedge fund Two Seas Capital.
| Key Deal Metrics | CoreWeave-CORZ Acquisition |
|---|---|
| Offer Structure | All-Stock Transaction |
| Premium Offered | 60% |
| Core Scientific Stock Gain (13 Months Prior) | Approx. 150% |
| Peers’ Average Gain (Same Period) | 25% |
| HPC Colocation Revenue Reliance (2026E) | 76% from CoreWeave |
Deal De-Risks Standalone Plan Amidst Execution Hurdles
CoreWeave argues the merger helps stockholders avoid significant risks associated with Core Scientific’s go-it-alone strategy. The company cites looming capital expenditures, reliance on attracting new customers and partners, and ongoing execution risks. As noted in Core Scientific’s own filings, operational delays have already shifted timelines further out.
The proposed integration with CoreWeave is pitched as a way to de-risk and vertically integrate operations, combining capital, expertise, and customer demand under one umbrella—at a time when rivals are just beginning to catch up on market momentum that CORZ has already achieved.
No Alternative Bidders and a Unique Strategic Fit
Contrary to claims that Core Scientific could seek better offers, CoreWeave underlines that no rival bidders have come forward—before or after their approach. With CoreWeave representing virtually all of Core Scientific’s HPC customer revenue and forming the core of its business model for 2026, the two firms appear deeply entwined. Any other buyer, CoreWeave argues, would merely become a ‘landlord’ rather than a strategic growth partner.
Additionally, while sector peers such as Riot Platforms and Hut 8 have seen recent momentum, Core Scientific’s performance (150% share price appreciation since mid-2024) and deal terms already price in these dynamics.
What Should Shareholders Focus On Ahead of the Vote?
For those considering how to vote at the October 30 special meeting, the big takeaways are:
- Immediate Value: A 60% premium to market price, validated by recent share performance.
- Long-Term Growth: Continued exposure to the upside of one of the fastest-growing AI cloud providers.
- De-Risked Execution: Averting the capital, customer, and operational risks associated with a standalone path.
- No Alternative Offers: Deep customer alignment and exclusivity in HPC operations leave CoreWeave as the only viable partner.
Ultimately, the transaction is pitched as a secure route to participate in both current and future growth, with lower execution risks than Core Scientific can likely manage alone. Investors and shareholders are encouraged to review all SEC filings for further details before the meeting.
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