CoreWeave, a fast-rising AI-focused cloud infrastructure provider, has made a renewed bid to acquire Bitcoin mining giant Core Scientific in an all-stock transaction valued at $20.40 per share. The move, which marks CoreWeave’s second acquisition attempt, is valued at approximately $1.6 billion and is facing early skepticism from analysts and shareholders alike.

Second Attempt, Same Tensions

The latest proposal comes just months after CoreWeave’s initial offer was rejected by Core Scientific’s board for undervaluing the company. Although the updated bid slightly improves the implied value, analysts at KBW (Keefe, Bruyette & Woods) believe the new terms still offer “limited upside” for Core Scientific shareholders. The structure—entirely stock-based—does not include any cash component, which could reduce its attractiveness to investors seeking immediate returns.

Deal Highlights

• Bid price: $20.40/share, translating to a ~32% premium based on prior trading prices.

• Exchange ratio: Core Scientific shareholders would receive 0.1235 shares of CoreWeave for each share held.

• Post-merger ownership: Core Scientific shareholders would own less than 10% of the combined entity.

• Expected close: Q4 2025, pending regulatory and shareholder approval.

Strategic Rationale: Vertical Integration

For CoreWeave, the deal offers clear strategic value. By acquiring Core Scientific, CoreWeave would gain control of 1.3 gigawatts of data center capacity, reducing reliance on third-party infrastructure and cutting long-term leasing costs. CoreWeave estimates that the acquisition could lead to over $500 million in annual savings by 2027. CEO Michael Intrator emphasized the importance of controlling physical compute resources in an AI-driven world, stating the merger would create a “vertically integrated AI infrastructure powerhouse.”

This aligns with CoreWeave's broader ambitions to compete with hyperscalers like AWS, Google Cloud, and Microsoft Azure, particularly in GPU-powered workloads.

Shareholder Backlash Expected

Despite the strategic appeal, KBW and other analysts warn the transaction may face significant resistance from Core Scientific investors. The offer values Core Scientific at around 16x 2026 EBITDA, below the valuation benchmarks of comparable data center firms. The lack of a cash payout and the dilution of Core Scientific’s equity also contribute to shareholder unease.

Following the deal’s announcement, Core Scientific’s stock dropped nearly 18%, while CoreWeave fell over 5%, signaling widespread investor concerns. KBW cautioned that without alternative bidders, the board may still approve the deal—but expects negotiations and pushback during the review process.

Market Context and Broader Implications

CoreWeave's move follows a breakout year in which the company surged over 290% post-IPO, buoyed by soaring demand for AI training infrastructure. This acquisition, if approved, would further solidify CoreWeave’s infrastructure footprint just as traditional tech giants double down on AI investments.

For Core Scientific, the deal offers stability and capital access amid a consolidating crypto-mining sector—but at what shareholders might consider a discounted price.

CoreWeave’s all-stock acquisition proposal for Core Scientific is a bold strategic play aimed at locking in critical infrastructure assets. While the logic for CoreWeave is sound—control, cost savings, and competitive positioning—the value for Core Scientific shareholders remains questionable. As regulatory reviews and shareholder votes approach, the spotlight now turns to whether improved terms or rival bids will emerge.