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CoreWeave merger faces shareholder revolt

CoreWeave merger faces Core Scientific revolt amid undervaluation fears—key shareholders demand improved terms.

Authorjessie.chen

Reading Time2 min

PublishedAugust 6, 2025

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Headline

CoreWeave merger faces Core Scientific revolt amid undervaluation fears—key shareholders demand improved terms.

Context

• Core Scientific shareholders may vote against the $9 billion all‑stock merger unless CoreWeave offers downside protection or better terms. • The deal’s economics rest on the hope of cost savings and better capital structure, but rely heavily on CoreWeave’s share performance and stable financial footing.

Evidence

Pending intelligence enrichment.

Analysis

Core Scientific shareholders—including hedge funds Two Seas Capital, Helix Partners Management, JAT Capital and Parsifal Capital—are considering opposing CoreWeave ’s proposed $9 billion all‑stock takeover unless terms are improved. Shareholders are uneasy about receiving a fixed 0.1235 CoreWeave share per Core Scientific share, with no downside protection, prompting calls for a collar arrangement to limit losses if CoreWeave’s stock falls further. Since the July 7 announcement of the transaction, CoreWeave’s stock has dropped by over 30 %, reducing the effective valuation of Core Scientific shares from roughly $20.25 to just over $13 per share—heightening investor concern.The shareholder vote has not yet been scheduled, but is expected in the autumn. Proxy advisers like ISS may play a pivotal role in influencing the outcome. Also read: DOE identifies sites for AI data centres Also read: Oklo and Vertiv join forces for AI data centres CoreWeave, a cloud provider specialising in AI compute infrastructure, leases much of its capacity from Core Scientific. The acquisition is intended to eliminate more than $10 billion in future lease obligations and reduce $5 billion in capex commitments. Analysts estimate a gross‑profit gain of $6.9 billion over 12 years if the deal goes through.