CoreWeave to Acquire Core Scientific in $9B All-Stock Deal, But Shareholders May Resist Terms

CoreWeave (CRWV) has announced an agreement to acquire bitcoin mining firm Core Scientific (CORZ) in an all-stock transaction valuing CORZ at $20.40 per share, equating to roughly a 16x multiple on projected FY26 EBITDA—a significant discount compared to traditional data center peers, according to investment bank KBW.

Following the announcement, Core Scientific shares fell 18%, trading around $14.75, while CoreWeave shares slipped 5%.

The acquisition marks CoreWeave’s second attempt to buy Core Scientific. While the transaction offers strategic advantages to CoreWeave—potentially eliminating over $10 billion in lease liabilities and unlocking more than $500 million in annual cost savings by 2027—KBW considers it a tactical move to leverage CoreWeave’s 295% post-IPO stock surge.

“We view this as an opportunistic attempt by CRWV to capitalize on its recent stock appreciation, but the market’s reaction reflects disappointment and potential disagreement with the terms,” wrote KBW analyst Bill Papanastasiou in a Monday report.

Under the deal, Core Scientific shareholders will receive 0.1235 CoreWeave shares for each CORZ share held, valuing Core Scientific’s equity at approximately $9 billion. The deal, which remains subject to shareholder approval, is expected to close in the fourth quarter of 2025.

KBW flagged the possibility of shareholder resistance, noting that Core Scientific’s asset base has remained unchanged since CoreWeave’s prior unsuccessful bid and highlighting the lack of a cash component in the current offer. “The shareholder vote may see friction,” Papanastasiou added.

Despite these concerns, KBW anticipates the deal will move forward in the absence of competing bids. The bank maintains an “outperform” rating on Core Scientific, with a $19 price target.

Separately, analysts at Bernstein observed the sharp decline in Core Scientific’s stock following the announcement, attributing it to investor disappointment over the valuation and the exclusively stock-based deal structure. Bernstein also holds an “outperform” rating on Core Scientific, with a $17 price objective.