Core Scientific Shareholders Seen Rejecting CoreWeave Merger, Jefferies Says

Jefferies expects Core Scientific (CORZ) shareholders to vote down the proposed merger with CoreWeave (CRWV) on Oct. 30, arguing that the deal undervalues the bitcoin miner as its shares continue to trade about 18% above the implied offer price.

The premium suggests investors believe Core Scientific can generate greater value independently, Jefferies analysts said in a report Tuesday. Unless CoreWeave’s stock rallies sharply, “a rejection appears the more probable outcome,” the bank noted.

Proxy advisor ISS and top shareholder Two Seas Capital have both urged investors to oppose the merger, citing concerns around valuation and deal structure.

Analysts Jonathan Petersen and Jan Aygul said Core Scientific’s valuation remains mixed. Adjusted for its land holdings and bitcoin mining operations, CORZ trades roughly in line with Applied Digital (APLD), below Cipher Mining (CIFR), and above TeraWulf (WULF). That positioning implies the stock is fairly valued rather than deeply discounted.

Even if the deal falls through, Jefferies said Core Scientific is well placed to drive value on its own. The company has roughly 305 megawatts (MW) of billable IT load that could be leased to CoreWeave or other hyperscale and “neocloud” tenants, supporting its shift toward high-performance computing (HPC).

“Additional leasing, power expansion, or new site acquisitions could all enhance valuation,” the analysts wrote, adding that a future transition to a REIT model could unlock further upside.

Still, Jefferies cautioned that a failed vote might strain relations between Core Scientific and CoreWeave, potentially delaying new leasing deals. However, CoreWeave’s growing demand for GPU capacity could still reopen discussions between the two firms.

Reflecting greater confidence in Core Scientific’s standalone outlook, Jefferies raised its price target to $24 from $22. Shares of CORZ rose 1.7% in early trading to about $20.44.