CoreWeave Reaffirms Strategic Rationale of its Proposed Acquisition and Financial Benefits to Core Scientific Stockholders

CoreWeave Inc. is urging Core Scientific stockholders to approve its all-stock acquisition offer, reiterating that the July 7, 2025 proposal is "best and final" and will not be modified, directly refuting claims by Two Seas Capital. CoreWeave asserts the transaction provides immediate premium value and de-risks Core Scientific's standalone strategy, which faces substantial capital expenditure and execution challenges. Emphasizing its role as Core Scientific's sole HPC customer, accounting for a significant portion of its revenue, CoreWeave argues no other bidder could offer comparable value, positioning the merger as the most compelling path forward for shareholders ahead of the October 30, 2025 vote.

Analysis

CoreWeave (CRWV) is actively soliciting Core Scientific (CORZ) shareholder approval for its all-stock acquisition, emphasizing the July 7, 2025 offer as "best and final" and non-negotiable. This directly counters assertions by activist investor Two Seas Capital, which suggested a potential improved offer. The proposed transaction includes a historically high premium of 60% and aims to deliver immediate value while allowing continued participation in CoreWeave's AI platform growth.

CoreWeave asserts the merger de-risks Core Scientific's standalone plan, which faces significant capital expenditure, execution challenges in securing power, customers, and financing, and potential for dilutive equity or debt. Core Scientific's own August 8, 2025 10-Q filing noted construction delays, underscoring these operational risks. The combination promises substantial synergies, including access to capital and vertical integration of Core Scientific's data centers.

CoreWeave highlights its unique position as Core Scientific's sole HPC customer, accounting for approximately 100% of HPC colocation revenue and over 76% of total 2026E revenue. This customer concentration suggests limited alternative buyer interest, as CoreWeave argues any other acquirer would effectively become its landlord. Core Scientific's stock price appreciation of ~150% in the 13 months prior to the announcement, largely driven by the CoreWeave partnership, further supports the strategic importance of this relationship.

Key Decisions for Investors

• Investors should critically evaluate CoreWeave's "best and final" all-stock offer, considering the stated 60% premium and the activist investor's counter-claims.
• Shareholders must weigh Core Scientific's significant standalone execution risks, including capital expenditure and operational delays, against the de-risking and synergistic benefits of the CoreWeave merger.
• Given Core Scientific's substantial revenue dependence on CoreWeave, investors should acknowledge the limited likelihood of a superior alternative bidder emerging.
• The outcome of the October 30, 2025 Special Meeting vote will be a critical determinant for Core Scientific's future valuation and strategic direction.