CoreWeave’s proposed all-share acquisition of Core Scientific is likely to be met with shareholder pushback, KBW analysts suggest.

CoreWeave Unveils $9B All-Stock Bid for Core Scientific, Faces Potential Shareholder Resistance

CoreWeave (CRWV) has announced a deal to acquire bitcoin mining firm Core Scientific (CORZ) in an all-stock transaction that values CORZ at about $20.40 per share, assigning it a total equity value close to $9 billion. The offer reflects a multiple of roughly 16 times Core Scientific’s forecast FY26 EBITDA—a significant discount compared to traditional data center valuations, according to analysts at investment bank KBW.

The market’s reaction was swift: Core Scientific shares dropped 18% to around $14.75 following the news, while CoreWeave’s stock declined 5%.

This move marks CoreWeave’s second attempt to purchase Core Scientific. The company aims to leverage the acquisition to eliminate over $10 billion in long-term lease obligations and capture more than $500 million in annual cost savings by 2027. However, KBW views the transaction as an opportunistic bid, capitalizing on CoreWeave’s approximately 295% stock surge since its IPO.

“We see this as CoreWeave trying to take advantage of its recent stock rally, but the market’s negative reaction suggests investor skepticism and possible shareholder resistance,” said KBW analyst Bill Papanastasiou in a Monday note.

Under the proposed deal, Core Scientific shareholders would receive 0.1235 CoreWeave shares for each CORZ share they own. The transaction, still subject to shareholder approval, is expected to close in the fourth quarter of 2025.

KBW warned that shareholders might push back against the all-stock offer, particularly given that Core Scientific’s asset base remains unchanged since CoreWeave’s earlier, unsuccessful takeover attempt. “We expect there could be some tension in the shareholder vote,” Papanastasiou added.

Despite the risks, KBW believes the deal will likely proceed in the absence of competing bids and maintains an “outperform” rating on Core Scientific, with a $19 price target.

Separately, analysts at Bernstein also commented on Core Scientific’s sharp stock decline, attributing it to disappointment over the valuation and the absence of a cash component in the offer. Bernstein maintains its “outperform” rating on Core Scientific, with a $17 price target.