CoreWeave’s All-Stock Bid for Core Scientific Likely to Draw Shareholder Scrutiny: KBW

CoreWeave (CRWV) has agreed to acquire bitcoin miner Core Scientific (CORZ) in an all-stock deal valued at $20.40 per share, implying a ~16x FY26E EBITDA multiple, a steep discount to traditional data center peers, according to investment bank KBW.

Core Scientific shares were 18% lower, trading around $14.75 at publication time. CoreWeave stock was down 5%.

While the deal offers CoreWeave strategic benefits, cutting over $10 billion in lease obligations and unlocking more than $500 million in annual cost savings by 2027, KBW views it as an opportunistic move, capitalizing on CRWV’s 295% post-IPO rally, the bank said in a report on Monday.

“While we view this as an opportunistic attempt by CRWV to capitalize on recent stock appreciation, the reaction signals disappointment and potential disagreement to the deal terms,” wrote analyst Bill Papanastasiou.

Under the terms of the agreement, Core Scientific shareholders will receive 0.1235 CoreWeave shares for each share held, valuing the business at around $9 billion.

The deal requires approval from Core Scientific shareholders and is expected to close in Q4 2025.

Core Scientific shareholders may push back on the terms of the deal, the analyst noted, given the unchanged asset base since CRWV’s first failed bid and lack of a cash component. The “shareholder vote may see friction.”

Still, with no competing offer expected, the deal is likely to proceed, the report said.

KBW has an “outperform” rating on Core Scientific shares with a $19 price target.

Rival Wall Street firm Bernstein noted the drop in the Core Scientific share price after the deal was announced and said “shareholders were probably expecting a higher valuation,” and “investors were disappointed with an all stock deal.”

The broker has an outperform rating on Core Scientific stock with a $17 price objective.

Read more: Core Scientific, Bitcoin Miners Tumble on CoreWeave Buyout; Jefferies Says Price in Expected Range