Core Scientific Inc. Faces Proxy Battle Amidst Unwilling CoreWeave Acquisition

Core Scientific Inc. (NASDAQ: CORZ) has entered a tense period following the announcement of a $9 billion all‑stock offer from AI‑infrastructure firm CoreWeave (NASDAQ: CRWV). The bid, which was publicly disclosed in July, has triggered a vigorous proxy advisory response that is reshaping the company’s strategic outlook and market perception.

Proxy Advisory Firms Reject the Deal

Both leading independent proxy advisory firms—Glass Lewis and Institutional Shareholder Services (ISS)—have issued formal recommendations urging Core Scientific shareholders to vote “against” the proposed sale. Glass Lewis’s analysis, released on October 21, highlighted concerns about the valuation, deal structure, and the board’s negotiation process. ISS corroborated these findings, underscoring the board’s flawed approach and the potential for a more favorable outcome through an extended sale process.

Two Seas Capital LP, a significant shareholder and alternative investment manager, publicly endorsed the recommendations, stating that the current offer “does not maximize shareholder value.” This endorsement has amplified the proxy advisory stance, lending additional credibility to the opposition.

CoreWeave’s Stance

Despite mounting shareholder resistance, CoreWeave’s CEO, Michael Intrator, has maintained a firm position. In a CNBC interview on the same day as the proxy advisory releases, Intrator emphasized that Core Scientific “would be nice to have” but is not essential to CoreWeave’s strategic roadmap. He confirmed that CoreWeave would not raise its bid beyond the existing $9 billion offer, even in light of the opposition from major shareholders and the negative proxy advisory reports.

Market Reaction

The proxy advisory developments have had an immediate impact on Core Scientific’s share price. On October 20, shares surged to a 52‑week high of $20.36 before settling at $17.80 on October 21, the most recent close. Bloomberg and other market watchers noted that the stock’s upward movement reflected investor confidence in the company’s intrinsic value, especially after ISS’s critique of the sale process and valuation.

Analysts at B. Riley have taken a bullish view, upgrading Core Scientific to “Buy” and raising the price target from $17 to $30. The upgrade cites strong standalone value and renewed momentum in high‑performance computing (HPC) capabilities, suggesting that the company’s operational strengths may outweigh the allure of a sale.

Strategic Implications

Core Scientific’s core competencies—blockchain and artificial intelligence infrastructure, digital‑asset self‑mining, and managed hosting—position it as a critical player in the North American Bitcoin mining sector. The company’s efficient data‑center operations have earned it recognition as one of the largest and most productive facilities in the region.

The proxy advisory opposition signals a shift in shareholder sentiment toward preserving Core Scientific’s independence and unlocking latent value through continued growth rather than immediate divestiture. Should the board heed the proxy recommendations and seek alternative buyers or negotiate a higher offer, the company could potentially achieve a valuation that better reflects its operational prowess and market position.

Forward‑Looking Outlook

While CoreWeave has expressed no intention to modify its proposal, the sustained push from proxy advisors and institutional shareholders may compel the board to reconsider its strategy. The situation underscores the growing influence of proxy advisory firms in shaping corporate governance outcomes, particularly for companies operating in rapidly evolving technology sectors.

Investors should closely monitor any subsequent negotiations, shareholder votes, and potential third‑party offers. The evolving dynamics around Core Scientific’s acquisition present both a challenge and an opportunity for the company to reinforce its standing as a leading provider of high‑performance computing infrastructure and blockchain services.