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ISS Highlights Numerous Concerns Regarding the Sale Process, Deal Structure and Valuation
Agrees with Two Seas That the Board's Flawed Process Did Not Maximize Value for Shareholders
NEW YORK, Oct. 21, 2025 /PRNewswire/ -- Two Seas Capital LP ("Two Seas" or "we"), an alternative investment management firm and one of the largest shareholders of Core Scientific, Inc. ("Core Scientific" or the "Company") (NASDAQ:CORZ), today applauded leading independent proxy advisory firm Institutional Shareholder Services Inc.'s ("ISS") recommendation that shareholders of Core Scientific vote "AGAINST" the Company's proposed sale to CoreWeave, Inc. ("CoreWeave") (NASDAQ:CRWV) on the terms announced on July 7, 2025 (the "Proposed Merger").
Sina Toussi, Founder and Chief Investment Officer of Two Seas, stated:
"ISS's recommendation reinforces our view that the Proposed Merger is not in the best interests of Core Scientific shareholders and does not reflect the value of the Company's opportunity. Since the Proposed Merger was announced, unprecedented investment in the AI infrastructure build-out has continued, with companies announcing significant HPC hosting and other similar agreements seemingly every week. Valuations across the sector have risen dramatically, but Core Scientific has been left behind due to its association with CoreWeave's volatile and underperforming stock. We, as Core Scientific shareholders, have been unable to participate in one of the most incredible growth opportunities in the history of the capital markets.
We believe Core Scientific can do much better than this flawed transaction, and we are pleased that ISS agrees. We urge all shareholders to follow the recommendation put forth by ISS and vote AGAINST the Proposed Merger on the GOLD proxy card so that they can realize the potential associated from owning one of the best assets in the AI landscape."
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."1
