As the Two Harbors Investment Corp. special shareholder meeting approaches, UWM Holdings Corporation has issued another urgent appeal to TWO shareholders, urging them to use UWMC's blue proxy card to vote against the proposed merger with CrossCountry Mortgage before today's voting deadline.
UWMC's proposal is superior, with three major proxy advisors opposing the CCM transaction. UWMC notes that its offer provides TWO shareholders with a cash consideration of $12.50 per share, along with the option to exchange each share for 2.3328 shares of UWMC stock. This is significantly better than CCM's all-cash offer of $12.00 per share, which includes no equity alternative. All three leading independent proxy advisory firms—ISS, Glass Lewis, and Egan-Jones—have recommended that shareholders vote against the CCM deal, arguing that the TWO board failed to pursue a value-maximizing process and that UWMC's proposal is the superior path. Additionally, the CCM transaction includes approximately $35 million in "golden parachute" compensation for TWO management, raising questions about its justification.
Shareholders still have time to change their votes. UWMC emphasizes that its financing proposal is backed by a committed unsecured bridge loan from Mizuho Bank, is not subject to financing conditions or market volatility, and can complete the transaction within approximately two months of signing the agreement. If shareholders previously voted in favor of the CCM transaction, they can still revoke that vote before the deadline by submitting a later-dated blue proxy card. The TWO special shareholder meeting is scheduled for May 19.
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