UWM Holdings Corp. (UWMC) has issued a fresh proxy statement urging stockholders of Two Harbors Investment Corp. (TWO) to vote against the proposed merger with CrossCountry Mortgage, LLC (CCM) at the rescheduled special meeting on May 28 2026. UWMC argues its own offer—$12.50 in cash or 2.3328 UWMC shares per TWO share—provides greater value and calls for board engagement.
UWMC Calls for Vote Against TWO‑CCM Merger
UWMC’s statement notes that the TWO Board failed to secure shareholder approval for the CCM transaction at the May 19 2026 special meeting and has not responded to UWMC’s acquisition proposal. The company reiterates its recommendation that shareholders vote against the CCM deal on UWMC’s BLUE proxy card and urges the board to engage directly with UWMC to explore the superior offer.
The proxy letter emphasizes that three leading independent proxy advisors have also recommended voting against the CCM transaction. UWMC warns that “a delay is not a process, and a last‑minute improvement is not value maximization,” and positions its proposal as offering “more value and more optionality.”
Background on TWO Board Process and UWMC Offer
Since December, UWMC says the TWO Board has repeatedly approved transaction terms that were later superseded by higher‑value proposals generated by UWMC’s pressure. The company highlights that the board’s past decisions favored “outsized cash payments to management” and costly advisory fees, which it claims were rejected by shareholders at the May 19 meeting.
UWMC’s acquisition proposal is priced at $12.50 per share in cash or 2.3328 shares of UWMC stock. The firm asserts that accepting this offer, or at least engaging in good‑faith negotiations, is the only pathway to maximizing shareholder value. UWMC provides voting instructions through its BLUE proxy card and directs shareholders to its definitive proxy statement filed with the SEC for detailed rationale.
Implications for TWO Shareholders
The immediate implication is a second voting opportunity on the CCM merger, now set for May 28 2026. UWMC’s campaign frames the vote as a decisive moment to pressure the TWO Board into negotiating its offer. Should shareholders follow UWMC’s guidance, the CCM transaction could be rejected, potentially reopening discussions with UWMC or other suitors.
The company also urges shareholders to reject the “Non‑Binding Compensation Advisory Proposal” and the “Adjournment Proposal” attached to the CCM deal, reinforcing a broader stance against the current merger package.
Key Takeaways
- UWMC proposes to acquire TWO for $12.50 cash or 2.3328 UWMC shares per TWO share and urges a vote against the CCM merger at the May 28 2026 special meeting.
- The TWO Board did not obtain shareholder approval for the CCM transaction at the May 19 2026 meeting and has not engaged with UWMC’s proposal.
- Three leading independent proxy advisors have recommended that TWO shareholders vote against the CCM merger.
FinanceInsyte's Take
UWMC’s proxy push adds pressure on the TWO Board to reconsider its merger strategy, but the outcome hinges on shareholder turnout and the perceived credibility of UWMC’s offer. Executives should monitor the May 28 vote results and any subsequent engagement between TWO and UWMC, as these will shape the next steps in the transaction process.
Source: Businesswire
