TLDR: Leading proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis, have recommended that Core Scientific shareholders vote against CoreWeave’s $9 billion all-stock acquisition offer. They cite undervaluation and a lack of adequate compensation for Core Scientific’s standalone potential, particularly in the rapidly growing AI infrastructure market. The shareholder vote is scheduled for October 30, 2025.
In a significant development for the proposed $9 billion all-stock acquisition of Core Scientific by AI hyperscaler CoreWeave, two prominent independent proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis & Co., LLC, have both advised Core Scientific shareholders to reject the bid. The recommendations come ahead of a crucial shareholder vote scheduled for October 30, 2025.
Both firms highlighted concerns regarding the valuation of Core Scientific within the proposed deal. Glass Lewis, in its report, stated that ‘the market’s prolonged discount of the deal’s implied value to Core Scientific’s share price—combined with the absence of any mechanisms to mitigate downside risk—indicates that the proposed exchange does not adequately compensate Core Scientific shareholders for the risks inherent in the CoreWeave consideration.’ The firm concluded that shareholders would be ‘better served by rejecting the proposed merger and continuing on its stand-alone effort’ unless deal terms are improved.
This sentiment was echoed by Two Seas Capital LP, an alternative investment management firm and one of Core Scientific’s largest shareholders, which has actively campaigned against the merger. Sina Toussi, Founder and Chief Investment Officer of Two Seas, expressed satisfaction with the proxy firms’ stance, noting, ‘We appreciate Glass Lewis recognizing the serious flaws in this underwhelming transaction and highlighting the compelling standalone potential of Core Scientific. Core Scientific shareholders are owners of one of the most promising assets in the rapidly growing AI landscape, and in our view, the Proposed Merger does not adequately compensate shareholders for that value.’ Two Seas Capital has urged shareholders to vote ‘AGAINST’ the merger on the GOLD proxy card.
CoreWeave, an AI Hyperscaler™, initially announced the definitive agreement to acquire Core Scientific, a leading data center infrastructure provider, on July 7, 2025. The terms of the merger agreement stipulate that Core Scientific stockholders would receive 0.1235 newly issued shares of CoreWeave Class A common stock for each share of Core Scientific common stock. As of July 3, 2025, this exchange ratio implied a total equity value of approximately $9.0 billion. CoreWeave’s CEO, Michael Intrator, previously affirmed that the company would not increase its offer, despite growing opposition.
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CoreWeave’s strategic rationale for the acquisition was to accelerate its ability to deploy AI and High-Performance Computing (HPC) workloads at scale. The company aimed to verticalize its data center footprint, enhance operational efficiency, de-risk future expansion, and gain greater control over a critical power footprint, including approximately 1.3 GW of gross power across Core Scientific’s national data center footprint with an incremental 1 GW+ of potential gross power available for expansion. However, the current recommendations from influential proxy advisors suggest that Core Scientific shareholders are not convinced that the proposed benefits outweigh the perceived undervaluation of their company’s assets and future potential in the burgeoning AI infrastructure market.
