Core Scientific Rejects Unsolicited Proposal from CoreWeave
06 Juin 2024 - 2:10PM
Business Wire
Proposal Significantly Undervalues the Company
and Is Not in the Best Interests of Core Scientific and its
Shareholders
Core Scientific Remains Focused on Executing
Previously Announced Series of 12-Year Contracts with CoreWeave,
which Are Expected to Generate Over $3.5 Billion in Cumulative
Revenue
No Shareholder Action Required
Core Scientific, Inc. (NASDAQ: CORZ) (“Core Scientific” or the
“Company”), one of the largest owners and operators of high-powered
digital infrastructure for bitcoin mining and hosting services in
North America, today confirmed that it received an unsolicited
non-binding proposal from CoreWeave on June 3, 2024 to acquire all
of the outstanding shares of the Company on a fully diluted basis
for $5.75 per share in cash. This unsolicited proposal immediately
followed Core Scientific and CoreWeave entering into a series of
12-year contracts for Core Scientific to provide approximately 200
MW of infrastructure to host CoreWeave’s high-performance compute
(“HPC”) services.
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Core Scientific is one of the largest
owners and operators of high-powered digital infrastructure for
bitcoin mining and hosting services in North America (Photo:
Business Wire)
The Company’s Board of Directors (the “Board”), in consultation
with its independent financial and legal advisors, carefully
reviewed the proposal. The Board has evaluated the Company’s growth
prospects and near- and long-term value creation potential,
including in connection with both the previously announced
CoreWeave agreements and the proposal. The Board determined that
the CoreWeave proposal significantly undervalues the Company and is
not in the best interests of the Company and its shareholders.
Core Scientific continues to focus on capitalizing on its
valuable portfolio of high-power digital infrastructure to expand
its HPC hosting business, including through the execution of the
recently announced contracted projects with CoreWeave. With greater
than 300 MW of additional HPC capacity available, the Company is
pursuing potential future transactions with CoreWeave or other HPC
customers, while maintaining its strong bitcoin mining franchise.
The Company believes that the predictable, recurring revenue from
HPC hosting will balance the variability of its bitcoin mining
business, while also producing steady cash flows that will
strengthen Core Scientific’s earnings power and provide greater
financial strength and optionality.
Core Scientific shareholders do not need to take any action at
this time.
Moelis & Company LLC is acting as financial advisor to Core
Scientific. Sidley Austin LLP is acting as legal advisor to Core
Scientific.
About Core Scientific
Core Scientific is one of the largest owners and operators of
high-powered digital infrastructure for bitcoin mining and hosting
services in North America. Transforming energy into high value
compute with superior efficiency at scale, we employ our own large
fleet of computers (“miners”) to earn bitcoin for our own account
and provide hosting services for large bitcoin mining and
high-performance computing customers at our eight operational data
centers in Georgia (2), Kentucky (1), North Carolina (1), North
Dakota (1) and Texas (3). We derive the majority of our revenue
from earning bitcoin for our own account (“self-mining”). To learn
more, visit www.corescientific.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements may be identified by the use of
words such as “aim,” “estimate,” “plan,” “project,” “forecast,”
“opportunity,” “goal,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target,” “potential,” “hope” or other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. These statements are
provided for illustrative purposes only and are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of the Company’s management. These
forward-looking statements are not intended to serve, and must not
be relied on by any investor, as a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and
will differ from assumptions. Many actual events and circumstances
are beyond the control of the Company. These forward-looking
statements are subject to a number of risks and uncertainties,
including those identified in the Company’s Annual Report on Form
10-K and Quarterly Reports on Form 10-Q and other filings made with
the Securities and Exchange Commission, and if any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. Accordingly, undue reliance should not
be placed upon the forward-looking statements. The Company does not
assume any duty or obligation (and does not undertake) to update or
supplement any forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240606233945/en/
Investors: ir@corescientific.com
Media: press@corescientific.com
For Core Scientific: Joseph Sala / Mahmoud Siddig Joele Frank,
Wilkinson Brimmer Katcher (212) 355-4449
Core Scientific (NASDAQ:CORZ)
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