July 16, 2025 | Technology | North America | Active
On 7-Jul-25, former Ethereum miner-turned-AI cloud provider CoreWeave entered into a definitive agreement to acquire its partner – and essentially its landlord – Bitcoin miner and AI infrastructure operator Core Scientific, in an all-stock transaction. Under the deal terms, Core Scientific shareholders will receive 0.1235 newly issued CoreWeave Class A shares for each Core Scientific share. Based on CoreWeave’s undisturbed price on 25-Jun-25 – prior to deal rumours reported by Reuters and The Wall Street Journal – the offer values Core Scientific at $20.40 per share, representing a 65.9% takeover premium. The transaction has been unanimously approved by the boards of both companies, and the merger ratio will result in Core Scientific shareholders owning less than 10% of the combined company. The deal is subject to approval from Core Scientific shareholders (requiring a simple majority of 50%), but a CoreWeave shareholder vote is not required. A preliminary proxy statement will be filed within 45 days (by 21-Aug-25), with a shareholder meeting to be held within 45 days of the proxy’s effective date. The transaction is also subject to regulatory approvals, including HSR clearance, and a notification is expected within 20 business days (by 4-Aug-25). The merger agreement includes a termination fee of $270m and standard provisions covering representations, warranties, and covenants, with a MAC containing carve outs for force majeure events such as war, pandemics, and tariffs. Core Scientific has agreed to a non-solicitation clause, with the usual fiduciary-out exemptions. Both companies are also ...
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