お知らせ • Oct 30
CoreWeave, Inc. (NasdaqGS:CRWV) cancelled the acquisition of Core Scientific, Inc. (NasdaqGS:CORZ) from group of shareholders.
CoreWeave, Inc. (NasdaqGS:CRWV) signed a definitive agreement to acquire Core Scientific, Inc. (NasdaqGS:CORZ) from group of shareholders for $6.8 billion on July 7, 2025. The consideration consists of common equity of CoreWeave, Inc. at a ratio of 0.1235 per common equity of Core Scientific, Inc. As part of consideration, an undisclosed value is paid towards common equity of Core Scientific, Inc. Upon the termination of the Merger Agreement under specified circumstances, including, among others, the termination by Parent in the event of a Change of Recommendation by the Company’s board of directors, the Core Scientific would be required to pay a termination fee of $270 million. Upon close, CoreWeave expects Core Scientific’s stockholders’ ownership of the combined company will be less than 10%. The transaction has been financed through debt.
The consummation of the Merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including (1) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote thereon (the “ Company Stockholder Approval ”), (2) the effectiveness of the Registration Statement on Form S-4 to be filed by Parent pursuant to which the shares of Parent Class A Common Stock to be issued in connection with the Merger will be registered with the U.S. Securities and Exchange Commission (the “ SEC ”), and the absence of any stop order suspending such effectiveness or proceeding for the purpose of suspending such effectiveness being pending before the SEC, (3) the expiration or termination of the waiting period (and any extension thereof, including any commitment to, or agreement with, any Governmental Body to delay the consummation of, or not to consummate before a certain date, the Merger) applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (4) the absence of any injunction or other order issued by a Governmental Body or applicable law enjoining, restraining, preventing or prohibiting or making illegal the consummation of the Merger and (5) the approval for listing on the Nasdaq Global Select Market of the shares of Parent Class A Common Stock to be issued in connection with the Merger. The obligation of each party to consummate the Merger is also conditioned upon (1) the other party having complied in all material respects with its pre-closing obligations and covenants under the Merger Agreement, (2) the accuracy of the representations and warranties of the other party in the Merger Agreement (subject to certain materiality qualifiers) and (3) the absence of a material adverse effect with respect to the other party since July 7, 2025. The transaction has been unanimously approved by the board of directors of Core Scientific and CoreWeave. Core Scientific’s Shareholders Announces Intention to Vote Against the Proposed Sale to CoreWeave. As of September 26, 2025, it is announced that a special meeting of stockholders of Core Scientific, Inc will be held on October 30, 2025. As of October 28, 2025, shareholders of Core Scientific voted against the transaction and rejected the proposal.
Goldman Sachs & Co. LLC acted as financial advisor for CoreWeave, Inc. Michael Gilson, Michael Kaplan, Tierney O’Rourke, Veronica M. Wissel, Corey M. Goodman, Pritesh P. Shah, Brian D. Hirsch and Arthur J. Burke of Davis Polk & Wardwell LLP acted as legal advisors for CoreWeave, Inc. Douglas E. Bacon, David B. Feirstein, Melissa D. Kalka, Daley Kei King, Lucas E. Spivey, Osaro Aifuwa, Andrew L. Stuyvenberg, Erin K. Bartlett, Kimberly L. McGrath, Michael Shultz and David Wheat of Kirkland & Ellis LLP acted as legal advisors for CoreWeave, Inc. Moelis & Company LLC acted as financial advisor and fairness opinion provider for Core Scientific, Inc and will receive $50 million towards advisory fee and $2 million for opinion rendered. PJT Partners LP acted as financial advisor and fairness opinion provider for Core Scientific, Inc and will receive a fee of $3 million towards opinion rendered and $7 million towards advisory fee. David A. Katz, Karessa L. Cain, Christina C. Ma, Erica E. Aho, Gregory E. Pessin, Benjamin W.J. Nadolsky, Dianna chen, Mark A. Koenig and Deborah L. Paul of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors to Core Scientific, Inc. Jeffrey Marell and Chelsea Darnell of Paul, Weiss, Rifkind, Wharton & Garrison LLP represented Moelis & Company and PJT Partners as financial advisors to Core Scientific. MacKenzie Partners, Inc. acted as proxy solicitor to Core Scientific and will receive a fee of $0.17 million. Computershare Trust Company, National Association acted as transfer agent to Core Scientific. Innisfree M&A Incorporated acted as proxy solicitor to Two Seas Capital and will receive a fee of $0.5 million.
CoreWeave, Inc. (NasdaqGS:CRWV) cancelled the acquisition of Core Scientific, Inc. (NasdaqGS:CORZ) from group of shareholders on October 30, 2025.