ISS Opposes $9 Billion CoreWeave Merger with Core Scientific

Institutional Shareholder Services (ISS) has recommended against the proposed $9 billion all-stock merger between CoreWeave and Core Scientific, citing the latter's proven ability to thrive independently. The advisory firm's stance comes ahead of a critical shareholder vote on October 30, with Reuters reporting ISS's view that Core Scientific has "achieved considerable success as a standalone company."

The deal's valuation dynamics have shifted dramatically since its July announcement. Initially offering a 66% premium at $20.40 per share, CoreWeave's declining stock price and CORE Scientific's rally have inverted the math. Two Seas Capital and Gullane Capital—Core Scientific's third-largest shareholder—have publicly opposed the transaction, criticizing the fixed exchange ratio and CoreWeave's volatility exposure.

Trip Miller of Gullane Capital, holding $200 million in Core Scientific shares, stated unequivocally: "Under the math of the deal today, I WOULD have to vote no." The growing dissent highlights structural concerns about the merger's valuation methodology and risk allocation to Core Scientific investors.