Market signals indicate growing uncertainty around CoreWeave's (CRWV.US) proposed $9 billion all-stock acquisition of data center provider Core Scientific (CORZ.US) ahead of a critical shareholder vote on Thursday. Since the AI-driven deal was announced in July, the transaction spread has remained negative for months, with CoreWeave's offer trading significantly below Core Scientific's market price. As of the latest update, the spread stands at approximately $3.70, representing a -17% gap. Core Scientific's stock continues to trade near its highest premium to the bid value.

The price action reflects market skepticism about the deal's viability, particularly as criticism mounts over its structure and valuation. "Most arbitrage traders now view this transaction as effectively dead," said event-driven trading specialist Cabot Henderson.

Recent weeks saw major shareholder Two Seas Capital denounce the offer as undervalued and urge fellow investors to vote against it, a stance echoed by proxy advisory firm ISS. CoreWeave, which provides AI computing power to clients like OpenAI and Microsoft (MSFT.US), has rejected proposals to improve terms, calling its bid "best and final."

Oppenheimer analyst Tim Horan estimates less than a 30% chance of shareholder approval, noting increasing odds of deal collapse. In a Tuesday report, he highlighted Core Scientific's 10% lower capacity metrics versus peers but warned that rejecting the merger carries risks: "Core Scientific relies on a single customer who may not renew, alongside industry volatility and execution risks." He contrasted the company with rival Terawulf, which boasts multiple clients, lower costs, higher revenue, and stronger growth.

On Wednesday, CoreWeave shares traded around $140, while its offer valued Core Scientific at approximately $17 per share—below CORZ's $20+ market price.