Van Eck becomes second Core Scientific shareholder to publicly oppose CoreWeave merger
A little over a week after CoreWeave (CRWV) published an open letter urging Core Scientific (CORZ) shareholders to approve its proposed $9 billion acquisition of the digital infrastructure company, a second prominent investor has announced its opposition to the deal.
Matthew Siegel, head of digital assets research for ETF and mutual fund manager Van Eck, said in a post on X that the firm had increased its stake in Core Scientific and planned to vote against the proposed acquisition.
“VanEck, now CORZ's 28th-largest shareholder (2.2M shares), will vote AGAINST the $CRWV deal,” Siegel said. “We believe Core Scientific can help lead the next phase of AI infrastructure. The focus should be on unlocking value, not selling it short.”
Siegel added in a separate post that Van Eck was also voting against what he called a “golden-parachute plan” for Core Scientific’s executive team as part of the deal.
“Shareholders deserve alignment, not nine-figure payouts for a deal that undervalues the company,” he said.
Siegel had posted on Sept. 29 that Van Eck was the 33rd largest Core Scientific shareholder at the time and that the firm was going to review the reports filed by Institutional Shareholder Services (ISS) and Glass Lewis, the world’s two largest independent advisory firms, before making a decision.
ISS and Glass Lewis are “proxy advisory firms” that conduct research and analysis for proposals made by corporate entities and then issue recommendations to shareholders. Their recommendations can often carry significant influence especially in the way large institutional investors vote.
The firms were recently in the news for recommending that Tesla shareholders reject the proposed $1 trillion pay plan for Elon Musk.
‘Best and final offer’ coming under pressure
Two Seas Capital was the first prominent stockholder to announce its opposition to the deal, filing a proxy statement at the end of September calling on its fellow shareholders to reject the deal.
Two Seas founder and CIO Sina Toussi said in the proxy statement the all-stock nature of the transaction was being done at “an iInadequate valuation.”
“The proposed all-stock, uncollared structure leaves Core Scientific shareholders exposed to the high volatility of CoreWeave's share price with no protections on the value they will receive at or following close,” Toussi said.
In CoreWeave’s open letter, co-founder and CEO Michael Intrator dismissed Two Seas’ argument that a stand-alone value-creation plan is superior for Core Scientific than CoreWeave’s offer.
Intratior said that by merging with CoreWeave, it “will de-risk Core Scientific’s standalone plan, which involves significant near-term capital expenditures and execution risks associated with securing power, customers and financing, which will require Core Scientific to pursue substantial debt and/or dilutive equity.”
He also said that Core Scientific will have access to capital that it otherwise would not have available to it.
In a presentation emailed to reporters, Core Scientific noted that its board had unanimously approved the transaction, calling it “an attractive exchange ratio that provides meaningful upfront premium and upside opportunity to Core Scientific shareholders.”
Intraitor said in his open letter that CoreWeave had made its “best and final” offer, and the company had no plans to revise it.
However, it remains to be seen if the company changes its mind if opposition to the deal continues to grow.
Core Scientific’s shareholders are set to meet on Oct. 30 to vote on the proposed transaction.