Core Scientific’s Planned Merger with CoreWeave Faces Shareholder Pushback — Jefferies

Jefferies Expects Core Scientific Shareholders to Reject CoreWeave Merger

Core Scientific (CORZ) investors are likely to vote against the proposed merger with CoreWeave (CRWV) on Oct. 30, according to a report from Jefferies, which said the market’s pricing indicates skepticism about the deal’s value.

CORZ shares currently trade about 18% above the offer’s implied value — a premium Jefferies says reflects investor belief that the company can generate more value on its own. Unless CoreWeave’s stock price rises sharply before the vote, the bank expects the deal to be rejected.

Proxy advisor ISS and major shareholder Two Seas Capital have also urged investors to vote “no,” citing concerns over valuation and structure.

Analysts Jonathan Petersen and Jan Aygul wrote that Core Scientific’s valuation is mixed compared to peers — roughly in line with Applied Digital (APLD), below Cipher Mining (CIFR), and above TeraWulf (WULF) — leaving debate over whether the stock is undervalued or fairly priced.

Even without the merger, Jefferies said Core Scientific remains well positioned for growth. The company operates roughly 305 megawatts (MW) of billable IT load, which could be leased to CoreWeave or other hyperscale and “neocloud” clients as it shifts toward high-performance computing (HPC).

“Further leasing, new capacity expansion, or a potential REIT conversion could unlock additional upside,” the report noted.

However, Jefferies cautioned that a failed vote could strain Core Scientific’s relationship with CoreWeave and delay new customer partnerships. Still, the growing demand for GPU infrastructure could eventually bring the firms back to the negotiating table.

Reaffirming its positive outlook, Jefferies raised its price target for Core Scientific to $24, up from $22. CORZ shares were last up 1.7% at around $20.44 in early trading.