Core Scientific shareholders recommended by ISS to vote against CoreWeave sale

Core Scientific (CORZ) shareholder Two Seas Capital, an alternative investment management firm and one of the largest shareholders of Core Scientific, stated its support of independent proxy advisory firm Institutional Shareholder Services’ recommendation that shareholders of Core Scientific vote “against” the company’s proposed sale to CoreWeave (CRWV) on the terms announced on July 7. ISS stated in its report: “The board conducted an exclusive process on a short timeline, and it did not obtain downside protection against the volatility of the acquisition currency, which was still subject to a lockup. Thus, it is difficult to conclude that the process was run in a manner that maximized the likelihood of securing the best available terms for shareholders, or that the process in fact did so…It is unclear from the proxy whether the board discussed the possibility of reaching out to financial acquirers… Given the demonstrated interest by financial acquirers in the company’s self-identified competitors, shareholders may have expected formal outreach to these parties.” According to Two Seas, “in making its recommendation, ISS concluded that the Proposed Merger is the result of a flawed process, burdened by a deficient structure and an inadequate valuation”. Two Seas urges Core Scientific shareholders to vote against the proposed transaction ahead of the company’s special meeting of shareholders scheduled to be held on October 30.