Corporate GovernanceMay 13, 2026, 04:28 PM
UWMC Criticizes Two Harbors Board, Urges Vote Against CCM Merger
AI Summary
UWM Holdings Corporation (UWMC) issued a statement criticizing the Board of Directors of Two Harbors Investment Corp. (TWO) for rejecting UWMC's May 11 proposal to acquire Two Harbors for $12.50 per share in cash or UWMC stock. Two Harbors' board reaffirmed its support for a merger with CrossCountry Mortgage, LLC, which UWMC states offers $0.50 less per share. UWMC highlighted that both ISS and Glass Lewis, independent proxy advisory firms, have recommended that Two Harbors stockholders vote AGAINST the CrossCountry Mortgage merger, citing concerns over value and 'excessive' management compensation.
Key Highlights
- UWMC offered $12.50 per share in cash or 2.3328 UWMC shares to acquire Two Harbors.
- Two Harbors' board rejected UWMC's offer, reaffirming support for the CrossCountry Mortgage merger (implied $12.00/share).
- Leading independent advisory firms, ISS and Glass Lewis, recommend Two Harbors stockholders vote AGAINST the CrossCountry Mortgage merger.
- Glass Lewis noted 'excessive' golden parachute payments, making up 25.3% of the equity premium, in the CCM merger.
- UWMC asserts it has adequate cash ($424 million as of March 31, 2026) and financial strength to close the deal.
- UWMC states it can close a transaction within approximately 2 months of signing an agreement.
- UWMC urges Two Harbors stockholders to vote AGAINST the CrossCountry Mortgage merger at the May 19, 2026 special meeting.