Key Takeaways:
UWM Holdings Corp. (NYSE: UWMC) issued a final plea to Two Harbors Investment Corp. (NYSE: TWO) stockholders, urging them to vote against a proposed merger with CrossCountry Mortgage in favor of its own $12.50 per share offer.
"It is unconscionable for the TWO Board not to engage with the primary driver of value throughout this process," UWM said in a statement released May 18, highlighting the deadline for the proxy vote ahead of the May 19 special meeting. UWM's offer provides an option for 2.3328 shares in UWMC stock, a choice not available in the competing proposal.
The public appeal comes after all three major independent proxy advisory firms—Institutional Shareholder Services, Glass Lewis and Egan-Jones—recommended that Two Harbors shareholders vote against the CrossCountry transaction. The firms cited concerns that the Two Harbors board had not conducted a value-maximizing process. CrossCountry's all-cash agreement is valued at $12.00 per share.
The Two Harbors board has unanimously rejected UWM’s latest proposal, which it described as “illusory, predatory and unactionable,” and continues to recommend its deal with CrossCountry. UWM has criticized the CrossCountry deal for including executive compensation packages of around $35 million, a detail that proxy advisor Glass Lewis noted could have "shaped their judgment."
The bidding war centers on Two Harbors’ valuable mortgage servicing rights portfolio. Two Harbors had initially agreed to be acquired by UWM in December 2025 before terminating that deal in March to accept an offer from CrossCountry. This led to a series of escalating bids, with UWM submitting its current $12.50 per share proposal on May 11.
UWM stated its offer is supported by a committed, unsecured bridge facility from Mizuho that is not subject to any financing condition and that it could close a transaction within approximately two months of signing an agreement.
The outcome of the May 19 shareholder vote will determine the next steps for Two Harbors, a mortgage REIT whose assets have become increasingly sought after. A vote against the CrossCountry deal could force the Two Harbors board to re-engage with UWM.
This article is for informational purposes only and does not constitute investment advice.
