Core Scientific, Inc. (CORZ) shareholders have rejected the proposed acquisition by CoreWeave, Inc. (CRWV), failing to secure the necessary votes at a special meeting held on Thursday. The announcement brings an end to a monthslong saga surrounding the $9 billion deal.
The definitive agreement between Core Scientific and CoreWeave, initially announced on July 7, 2025, stipulated 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 held. However, this agreement has now been terminated.
Following the vote, Core Scientific's stock experienced a surge, climbing 6% to $22.02 in New York trading, while CoreWeave's shares declined by 6.8% to $130.47. Despite the failed merger, Core Scientific stock has demonstrated resilience, recording a 15% return over the past week and trading near its 52-week high of $21.02.
Several factors contributed to the rejection of the acquisition. Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis both recommended voting against the deal. These firms, along with some of CoreWeave's largest shareholders, expressed concerns that the proposed acquisition undervalued Core Scientific. Echoing these sentiments, Two Seas Capital LP, a major Core Scientific shareholder, publicly opposed the merger, arguing that the offer of $16.40 per share was inadequate.
Analysts' opinions on Core Scientific's valuation have varied. While InvestingPro's Fair Value assessment suggests the company is overvalued, individual analysts have set price targets ranging from $17 to $31. Ahead of the shareholder vote, Cantor Fitzgerald raised its price target for Core Scientific to $26, maintaining an Overweight rating, while Jefferies raised its price target to $24, maintaining a Buy rating. H.C. Wainwright also upgraded the stock to Buy with a $25 price target.
Core Scientific has announced that it will report the final voting results from the special meeting in a Form 8-K filing with the U.S. Securities and Exchange Commission. The company currently operates facilities across seven states, including Alabama, Georgia, Kentucky, North Carolina, North Dakota, Oklahoma, and Texas.
Looking ahead, CoreWeave stated that the company's strategy remains unchanged and that they will continue to execute against their roadmap to create long-term shareholder value, including through opportunistic and strategic M&A. CoreWeave and Core Scientific will continue their commercial partnership and collaboration on shared opportunities, leveraging their complementary strengths.
In related news, Core Scientific reported third-quarter revenue of $81.1 million, a decrease from $95.4 million in the same period last year. The company's net loss of $146.7 million represents a significant improvement compared to the $455.3 million loss in the third quarter of the previous year, primarily due to smaller non-cash adjustments related to warrants and contingent value rights. CoreWeave completed its public listing on Nasdaq (CRWV) in March 2025.
