CoreWeave's $9 billion acquisition of Core Scientific is hitting serious turbulence as shareholders gear up to potentially torpedo the deal. CEO Michael Intrator just told CNBC the Bitcoin miner turned data center operator is merely a "nice to have" - not essential - as proxy advisors and major investors line up against what they're calling an "underwhelming" offer that undervalues the target.
CoreWeave CEO Michael Intrator just delivered what might be the most expensive shrug in AI infrastructure history. With shareholders preparing to potentially kill his company's $9 billion bid for Core Scientific, Intrator told CNBC on Tuesday that the Bitcoin miner turned data center operator is merely a "nice to have, not a need to have."
The comment comes as opposition to the July-announced all-stock deal reaches fever pitch. Institutional Shareholder Services, the influential proxy advisor, recommended Monday that Core Scientific shareholders vote against the acquisition when they meet October 30. ISS's reasoning? Core Scientific's stock has kept climbing since the deal was announced, suggesting investors think the company is worth more than CoreWeave's offering.
That sentiment isn't just coming from advisory firms. Two Seas Capital, a major Core Scientific shareholder, went public with its opposition earlier this month, calling the deal "underwhelming" in a Friday letter to fellow investors. "We see no reason why Core Scientific shareholders should accept such an underwhelming deal," Two Seas wrote. "Based on recent trading data, we see little evidence that they will."
The market seemed to agree from day one. Core Scientific's stock plummeted nearly 18% immediately after the July acquisition announcement - a classic sign that investors thought the premium wasn't rich enough. Since then, shares have recovered and continued climbing, creating what ISS sees as a clear disconnect between CoreWeave's offer and the market's valuation.
Intrator says he's "disappointed" by the ISS recommendation but isn't budging on price. "We think that the bid that we put out there for [Core Scientific] is a fair representation of the relative value of the two companies as an all stock deal," he told CNBC. "Everything has a value, and the number we put out is the value we're willing to pay for them under all circumstances."
That stance puts CoreWeave in an interesting position for an AI infrastructure company riding the current investment wave. The firm has been aggressively expanding through acquisitions this year, snapping up AI-focused companies like OpenPipe, Weights & Biases, and Monolith. "We've been in acquisitive mode as we continue to build and extend the functionality of our company," Intrator explained.
But unlike those smaller deals, the Core Scientific acquisition would massively expand CoreWeave's physical infrastructure footprint. The target company operates data centers and has been pivoting from Bitcoin mining to AI workloads - exactly the kind of capacity that's in desperately short supply as Nvidia GPUs and AI training demand explode.
CoreWeave has built its business providing Nvidia-powered computing power to hyperscalers like Microsoft, positioning itself as a crucial middle layer in the AI infrastructure stack. The company's data centers in Times Square and elsewhere have become symbols of the AI gold rush, with clients paying premium rates for access to scarce GPU capacity.
The Core Scientific deal would give CoreWeave immediate access to additional data center capacity and power infrastructure - resources that typically take years to develop. For a company trying to keep pace with exploding AI demand, that kind of instant scale usually commands a hefty premium.
Yet Intrator's "nice to have" characterization suggests CoreWeave isn't desperate enough to overpay. The company has been raising capital at increasingly rich valuations, most recently hitting a $23 billion valuation that put it among the most valuable private AI companies. With that kind of backing, CoreWeave can afford to be selective.
The October 30 shareholder vote will test whether Core Scientific investors agree with ISS and Two Seas Capital, or whether they'll accept CoreWeave's assessment of fair value. If the deal fails, it would mark a rare setback in the otherwise hot AI infrastructure M&A market, where scarcity of quality assets typically drives bidding wars rather than shareholder rebellions.
Whether CoreWeave's casual stance reflects genuine confidence or strategic posturing, the October 30 vote will reveal how much leverage shareholders really have in today's AI infrastructure market. If the deal fails, it could signal that even in the hottest sector of tech, investors won't accept any price - and that scarcity doesn't automatically translate to blank checks. For CoreWeave, losing this battle might actually strengthen its position for future acquisitions by establishing it won't overpay, even for strategic assets in a seller's market.
