Core Scientific Shareholders Reject Merger With CoreWeave

CoreWeave signage in Times Square in New York, in May. (Yuki Iwamura/Bloomberg)

Key Points

• Core Scientific’s board announced the termination of its merger agreement with CoreWeave due to a lack of shareholder approval.
• Large Core Scientific shareholders, including Two Seas Capital, opposed the all-stock deal.
• CoreWeave has said it would not increase its offer. It confirmed its partnership with Core Scientific remains strong.

The board of data-center infrastructure provider Core Scientific said that it had failed to get shareholder approval for its merger with CoreWeave and that the deal has been terminated.

The merger drew the ire of several large Core Scientific shareholders, including Two Seas Capital, which filed a proxy in opposition to the merger in September, and has remained vocal on the subject since then.

Two Seas and other large shareholders told Barron’s that they liked the merger in principle—a vertical integration with a customer buying a supplier—but that the price was too low. The all-stock deal was structured with too much uncertainty, they said.

“Now is the time to focus on the road ahead and for Core Scientific’s management team to get back to the important work of growing the Company’s power pipeline, securing additional contracts and building next generation data centers,” Two Seas founder Sina Toussi said in a statement after the vote.

CoreWeave had said that it wouldn’t increase its offer, and was willing to walk away from the deal.

“We respect the decision of Core Scientific’s stockholders regarding our previously announced merger agreement,” CoreWeave said in a statement. “Our partnership with Core Scientific remains strong and will continue to execute on shared growth opportunities. CoreWeave’s vision and strategy remain unchanged.”

Write to Adam Levine at adam.levine@barrons.com