Core Scientific Holders Poised to Reject CoreWeave Merger, Jefferies Says

Investment bank Jefferies said Core Scientific (CORZ) shareholders appear poised to reject the proposed merger with CoreWeave (CRWV) when they vote on Oct. 30, as CORZ shares are trading roughly 18% above the implied offer price.

The premium suggests investors see the deal as undervaluing Core Scientific, and unless CoreWeave's stock rallies sharply, Jefferies expects a no outcome, the bank said in a report on Tuesday.

Proxy advisor ISS and major shareholder Two Seas Capital have urged investors to reject the deal, citing valuation concerns and structural flaws.

Core Scientific's valuation remains complex. Adjusted for land banks and bitcoin (BTC) mining operations, CORZ trades roughly in line with Applied Digital (APLD), well below Cipher Mining (CIFR), and above TeraWulf (WULF), showing mixed signals on whether it's cheap or fully valued, analysts Jonathan Petersen and Jan Aygul wrote.

The analysts argued that even if the deal collapses, Core Scientific is well positioned to create value on its own. With 305 megawatts (MW) of billable IT load available, the company could lease capacity to CoreWeave or attract a new hyperscale or "neocloud" tenant, validating its pivot to high-performance computing.

Additional leasing, power expansion, or new site acquisitions could lift its valuation, and Jefferies said a future transition to a REIT model could unlock further upside.

Still, the report cautioned that a failed vote could complicate Core Scientific's relationship with CoreWeave, potentially making new tenants hesitant to commit. Nonetheless, CoreWeave's growing demand for GPU capacity could still bring the companies back to the table.

Reflecting its confidence in Core Scientific's standalone prospects, the bank's analyst raised their price target to $24 from $22.

Core Scientific shares were 1.7% higher in early trading, around $20.44.