UWM Holdings Corp Reaffirms Superior Acquisition Proposal for Two Harbors Investment Corp
On June 4, 2026, UWM Holdings Corporation (NYSE: UWMC) issued a compelling open letter to the stockholders of Two Harbors Investment Corp (NYSE: TWO), reiterating its commitment to a premium acquisition offer of $12.50 per share in cash, alongside an alternative stock election. This communication comes as the TWO Board continues to pursue a controversial merger with CrossCountry Mortgage, LLC (CCM), which has already failed to gain the necessary approval from stockholders in two consecutive meetings.
1. A Call to Action for Two Harbors Stockholders
In its open letter, UWM criticized the TWO Board for what it labeled as "misguided attempts" to salvage a deal with CCM that has not resonated with stockholder interests. The letter emphasized that the board’s repeated adjournments indicate a reliance on delay tactics, which UWM argues detract from maximizing shareholder value. UWM urged stockholders to remain firm in their opposition to the CCM merger, encouraging them to vote against the transaction in line with the recommendations from prominent advisory firms such as ISS, Glass Lewis, and Egan-Jones.
2. UWM's Compelling Offer
UWM's acquisition proposal, initially submitted on May 11, presents a clear value proposition for TWO's investors:
| Feature | UWM May 11 Proposal | CCM’s Proposal |
|---|---|---|
| Cash Election | $12.50 per share | $12.00 per share |
| Stock Election | 2.3328 UWMC Class A shares | None |
| Dividend | $0.34 per share expected | $0.34 per share expected |
| Pro-Rated Stub Dividend | Negotiable through engagement | Uncertain value |
| Opportunity for More Value | Open to negotiation | None |
In stark contrast, UWM highlighted that CCM's best and final proposal does not provide the same level of value for shareholders, indicating a significant gap that favors UWM's offer.
3. Concerns About CCM's Commitment
UWM pointed out CCM’s recent statements that questioned its commitment to the proposed merger, suggesting that alternatives may be pursued. UWM referred to these hints as indicative of a lack of dedication to delivering maximum value for TWO stockholders. The letter asserted that engaging with UWM presents the best strategic alternative for maximizing shareholder value.
4. Willingness to Negotiate
UWM reaffirmed its commitment to negotiating a deal that serves the interests of TWO stockholders better. The letter indicated a readiness to modify terms if the TWO Board is open to discussions. UWM proposed potential enhancements to its stock election feature, emphasizing a desire to ensure that smaller stockholders receive maximum value.
5. Vote Against the CCM Merger
As the special meeting approaches on June 11, UWM reiterated its recommendation for TWO stockholders to vote against the CCM merger using its BLUE proxy card. This action is positioned as essential for preserving the opportunity to engage with UWM and maximize shareholder value.
6. Conclusion
UWM Holdings Corporation's letter of June 4 serves as a robust reminder to Two Harbors stockholders of the superior value that its acquisition proposal represents. With the upcoming vote on the CCM merger, UWM is making a concerted effort to sway stockholder sentiment toward its offer, urging them to reject what it characterizes as a value-minimizing process by the TWO Board.
In an evolving landscape where strategic mergers and acquisitions can significantly impact shareholder wealth, UWM’s approach embodies the critical nature of shareholder engagement and the pursuit of maximum value in corporate transactions. Stockholders are encouraged to make informed decisions as they navigate this pivotal moment in Two Harbors' future.
