Why did the Bitcoin mining company "Core Scientific" reject the $9 billion acquisition by Nvidia's son CoreWeave?

Core Scientific shareholders rejected the $9 billion all-stock acquisition deal of CoreWeave, which has been hailed as the “Nvidia's darling.” Following the news, Core Scientific's stock price surged nearly 6%, while CoreWeave's stock price fell over 6%. (Background: CoreWeave renews $6.5 billion order with OpenAI! Three contract signings accumulated to $22.4 billion, CRWV has surged 238% this year.) (Additional context: “Nvidia's darling” CoreWeave was rumored to acquire Bitcoin mining company Core Scientific, causing CORZ's stock price to jump 33%.) Late last night (30th), an announcement from Austin, Texas, stated that the planned acquisition of Core Scientific, which focuses on Bitcoin mining and AI infrastructure by CoreWeave, scheduled to be completed by the end of this month, has officially been terminated. This transaction, valued at $9 billion and considered by the market as a “deep integration model of AI and blockchain,” ultimately failed due to the rejection votes from Core Scientific's shareholders, leaving both companies to return to their respective paths. Shareholders cast opposing votes, abruptly halting the $9 billion deal. According to Reuters, Core Scientific did not receive sufficient support at the emergency shareholders' meeting and decided to terminate the all-stock merger agreement with CoreWeave. The original plan was to exchange 1 share of Core Scientific common stock for 0.1235 shares of CoreWeave common stock, equivalent to about $20.40 per share, totaling approximately $9 billion. However, this offer failed to convince the investors with voting rights. The largest shareholder, Two Seas Capital, had expressed back in August that this valuation was “severely undervalued.” At the same time, consulting agencies ISS and Glass Lewis subsequently advised shareholders to oppose, criticizing the all-stock structure for lacking downside protection. After the news of the acquisition's failure broke, Core Scientific's stock price surged nearly 6%, while CoreWeave's stock price fell over 6%, indicating that the market had prior concerns about the valuation gap between the two parties. Behind the valuation gap: the scarce premium of AI infrastructure. Core Scientific holds over 260 MW of long-term power contracts and several self-built Bitcoin mining farms. These assets, once considered “energy-heavy users,” have now become the essential foundation for AI's high-performance computing (HPC). For this reason, ISS pointed out in its voting report that CoreWeave's offer “did not adequately reflect Core Scientific's strategic position in the AI industry chain.” Two Seas Capital even publicly estimated that based on future AI computing power rental prices, Core Scientific's intrinsic value might be double the acquisition price. The shareholders' firm stance not only reflects confidence in the company's prospects but also mirrors the market's trend of re-evaluating the value of the “power + data center” combination. Although the merger has come to an end, the relationship remains intact. CoreWeave's CEO Michael Intrator stated that he respects the voting results and emphasized: “Our partnership remains very strong.” In fact, the two companies signed a 12-year long-term agreement in June 2024, where CoreWeave will purchase 260 MW of power from Core Scientific to support its AI and HPC business. This means that CoreWeave will still be one of Core Scientific's largest customers, and the revenue interaction between the two parties will not experience a disruption in the short term. Due to the long construction cycles for power and data centers, and geographical constraints, analysts generally believe that Core Scientific is in a favorable position. According to TipRanks, several analysts on Wall Street maintain a “strong buy” rating, citing the company's moat in low-cost power and operational experience that is difficult to replicate. Whoever holds the power holds the future. In the AI era, what is truly scarce is not just advanced models but also the physical infrastructure supporting computation. From Bitcoin mining farms to AI data centers, the advantages of power and heat dissipation are reshaping the industrial power landscape. For investors, evaluating a company's “potential computing power” value can no longer rely solely on current financial reports but must also consider future power costs, contract durations, and data center layouts. While the failed deal may bring short-term fluctuations to both companies, it also allows Core Scientific to retain strategic assets independently and continue to benefit from the surge in AI computing power demand. In the future, how to balance shareholder interests, long-term collaboration, and capital efficiency will be the next question to be answered by both parties. Related reports: Nvidia's darling CoreWeave announces $9 billion acquisition of Bitcoin mining company Core Scientific, at a 66% premium. “Nvidia's darling” CoreWeave rumored to acquire Bitcoin mining company Core Scientific, CORZ stock price jumps 33%. Nvidia supports with a four-year valuation of $8 billion! Who exactly is CoreWeave? “Bitcoin mining company 'Core Scientific' rejects Nvidia's darling CoreWeave's $9 billion acquisition, why?” This article was first published in BlockTempo, the most influential blockchain news media.