CoreWeave Proposes $9 Billion All-Stock Acquisition of Core Scientific

CoreWeave has proposed an all-stock acquisition of Core Scientific, valued at $20.40 per share. This deal, which implies a forward earnings multiple of approximately 16 times the estimated EBITDA for fiscal year 2026, is seen as a significant discount compared to traditional data center peers. The acquisition is expected to provide CoreWeave with strategic benefits, including the elimination of over $10 billion in lease obligations and the potential for more than $500 million in annual cost savings by 2027. However, analysts view this move as opportunistic, leveraging CoreWeave's substantial post-IPO stock appreciation.

Under the terms of the agreement, Core Scientific shareholders will receive 0.1235 shares of CoreWeave for each share they hold, valuing the company at around $9 billion. The deal is subject to approval from Core Scientific shareholders and is anticipated to close in the fourth quarter of 2025. Despite the potential benefits, there is a likelihood that Core Scientific shareholders may push back on the deal terms. This is due to the unchanged asset base since CoreWeave's first failed bid and the absence of a cash component in the offer. The shareholder vote may encounter resistance, but in the absence of a competing offer, the deal is expected to proceed.

Analysts have expressed mixed reactions to the deal. KBW has an "outperform" rating on Core Scientific shares with a $19 price target, while another firm has an "outperform" rating with a $17 price objective. Both firms noted the disappointment among shareholders, who were likely expecting a higher valuation and were dissatisfied with the all-stock nature of the deal. The reaction signals potential disagreement with the deal terms, highlighting the strategic benefits for CoreWeave while questioning the value proposition for Core Scientific shareholders.