#USA #New York #ISS #CoreWeave #Core Scientific

Institutional Shareholder Services Urges Vote Against CoreWeave Sale

On October 21, 2025, the leading independent proxy advisory firm, Institutional Shareholder Services Inc. (ISS), made a strong recommendation for shareholders of Core Scientific, Inc. (NASDAQ: CORZ) to vote "AGAINST" the company's proposed sale to CoreWeave, Inc. (NASDAQ: CRWV). This recommendation aligns with the views of Two Seas Capital LP, a major shareholder of Core Scientific, which contends that the sale undervalues the company and does not serve shareholders' interests.

A Flawed Process

ISS's report criticized the sale process, describing it as "flawed" and lacking thorough evaluation. The advisory firm noted that the board of directors seemed to operate under a hurried timeline without adequately exploring alternative offers or conducting sufficient due diligence. This rush could potentially undermine the potential for maximizing shareholder value, a key duty of the board.

Furthermore, ISS raised concerns about the structure of the deal, mentioning that the board could have insisted on a more secure arrangement that assured shareholders they would receive the negotiated value. The absence of protective measures regarding the stock prices and market volatility indicates a lack of adequate planning on the board’s part, making it seem that proper shareholder interests weren’t fully considered.

Inadequate Valuation

One of the fundamental issues highlighted by ISS is the valuation of Core Scientific in the proposed merger. The report pointed out that since the announcement of the deal, the stock price of Core Scientific has consistently remained higher than the offered price, suggesting that investors believe the company is worth more than what CoreWeave is willing to pay. This evidence of a market discrepancy supports claims that the proposed transaction does not appropriately reflect Core Scientific's potential.

Two Seas Capital, led by Sina Toussi, has been vocal about these concerns, indicating that the sale process has not allowed average shareholders to capitalize on the growing opportunities in the AI sector. With burgeoning investment in AI infrastructure, including high-performance computing (HPC) agreements, Core Scientific’s association with CoreWeave—whose stock performance has been volatile—has limited its ability to capitalize on these market trends.

Call to Action

In light of ISS's findings, shareholders are advised to support the recommendation and vote against the proposed transaction using the GOLD proxy card in the upcoming special meeting scheduled for October 30, 2025. Two Seas Capital argues that rejecting this transaction could open the door to better opportunities for shareholders, enabling them to fully realize the value associated with holding shares in a leading company within the AI landscape.

Conclusion

The recommendation by ISS is not merely a procedural advisory; it serves as a clarion call for shareholders to reflect on their investment's future and the potential ramifications of the proposed sale to CoreWeave. As the special meeting approaches, the pivotal choice facing shareholders will determine the direction Core Scientific takes in a rapidly evolving market landscape.

In this critical moment, shareholders are poised to influence the outcome of this proposed merger, and their votes will resonate far beyond this immediate transaction, impacting the future of AI development and innovation within Core Scientific.