Core Scientific shareholder vote sinks $9 billion CoreWeave deal, halting merger of AI cloud and bitcoin miner

Core Scientific (ticker CORZ) shareholders have rejected the proposed $9 billion all-stock merger with CoreWeave (CRWV), ending months of tension between the bitcoin miner and the artificial intelligence cloud firm.

The company said Thursday that the deal failed to receive the required number of votes at a special shareholder meeting, effectively blocking the transaction. Core Scientific disclosed the preliminary results in a Form 8-K filed with the U.S. Securities and Exchange Commission.

The collapse follows sustained opposition from major Core Scientific investors, including Two Seas Capital and Gullane Capital, along with proxy advisers ISS and Glass Lewis, who all said the offer undervalued the company.

The all-stock bid, worth 0.1235 CoreWeave shares per Core Scientific share, lacked a downside collar, leaving its final value at the mercy of CoreWeave’s volatile stock price.

Valuable infrastructure

The outcome also highlights how bitcoin miners are beginning to recognize the true value of their energy-dense infrastructure to AI-focused firms. Earlier this month, an investor group including BlackRock, Nvidia, Microsoft, and Elon Musk’s xAI agreed to acquire Aligned Data Centers for $40 billion, valuing its capacity at roughly $8 million per megawatt , about 160% higher than comparable public bitcoin miners.

"It must be an uncomfortable morning for the Core Scientific board," Matthew Sigel, head of digital asset research at VanEck, wrote on X. He said shareholders have "fought every battle that mattered" since the company’s 2023 bankruptcy, securing a stronger recovery, rejecting a say-on-pay proposal, and exposing CoreWeave’s bid as too low.

Sigel added that "with no downside collar, this deal was like selling your restaurant to the guy who eats there every day and letting him settle the bill with loyalty points."

In a statement following the rejection vote, CoreWeave CEO Michael Intrator said the company "respects the views of Core Scientific stockholders and looks forward to continuing our commercial partnership."

Core Scientific shares were up more than 5% to $21.84 following the vote, while CoreWeave shares fell over 6% to $131.