UWMC's Superior Proposal Offers TWO Stockholders More Value , More Certainty and More Optionality
All Three Independent Proxy Advisors -- ISS, Glass Lewis and Egan-Jones -- Recommend Stockholders Vote AGAINST the CrossCountry Deal
TWO Board Has Refused to Engage Constructively with UWMC and Has Failed to Conduct a Value-Maximizing Process for Stockholders
It is Not Too Late for TWO Stockholders to Change Their Vote
PONTIAC, Mich. & NEW YORK--(BUSINESS WIRE)--May 18, 2026--
UWM Holdings Corporation ("UWMC") (NYSE: UWMC), today urged all stockholders of Two Harbors Investment Corp. ("Two Harbors" or "TWO") (NYSE: TWO) to VOTE AGAINST the CrossCountry Mortgage ("CCM") merger proposal on UWMC's BLUE proxy card in connection with the special meeting to be held at 10:00 a.m. ET on May 19, 2026.
As the deadline to vote rapidly approaches, UWMC reminds TWO stockholders that:
-- UWMC's proposal offers stockholders $12.50 per share, while preserving
the ability to elect to receive 2.3328 shares in UWMC stock for those
stockholders that want stock consideration. Despite TWO's various
contorted, hollow and misleading arguments, $12.50 is more than $12.00,
adjusted for the interim period dividend.
-- A stock election is a benefit of UWMC's proposal. TWO stockholders
should have the freedom to choose to receive consideration in either cash
or stock, and this option to participate as an investor in the combined
company is not provided in the CCM merger. That option does not preclude
any stockholders from choosing the cash consideration at a higher value
than the CCM deal.
-- UWMC has strong financing supported by a committed, unsecured bridge
facility from Mizuho that is not subject to any financing condition,
ratings triggers, collateral pools, borrowing-base tests, advance rate
mechanics, or market-conditioned funding contingency. Mizuho also removed
customary due diligence conditions that TWO questioned. UWMC is further
supported by significant cash on its balance sheet and additional sources
of liquidity. Stockholders can verify UWMC's strong position by reviewing
its publicly filed financials, which provide transparency and certainty
not provided by CCM.
-- There is an expeditious path to completion with UWMC, given our strong
relationships with national regulators, licensure in good standing in all
50 states, and work in support of our prior agreement to acquire TWO. The
TWO Board admitted to ISS that it was unlikely a transaction with UWMC
would be derailed in the regulatory approval process. We intend to close
a transaction within approximately 2 months of signing an agreement.
-- The TWO Board has conducted a pattern of bad-faith dealing, refusing to
engage with UWMC even after repeated improvements to UWMC's proposals. As
a result of its intransigence, the TWO Board has only achieved the
minimum value possible for its stockholders. It is unconscionable for the
TWO Board not to engage with the primary driver of value throughout this
process.
-- The CCM transaction features golden parachutes in the range of $35
million as a reward for Two Harbors management -- not stockholders -- and
may be the only real motivation for refusing to engage around superior
proposals from UWMC. As leading proxy advisor Glass Lewis wrote,
"shareholders should question whether the size of these awards is the
best use of Company capital, and whether executives are entering this
deal with the best interests of long-term shareholders in mind, or
whether this excessive personal payday has shaped their judgment."
-- UWMC is eager to engage directly with the TWO Board and their advisors
to address any concerns they have with the terms of UWMC's proposal and
stands ready to work quickly to negotiate and consummate an agreement
that achieves the best value for TWO stockholders.
-- All three leading independent proxy advisors -- ISS, Glass Lewis and
Egan-Jones -- agree that stockholders should vote AGAINST the CCM
transaction because the TWO Board has not conducted a value-maximizing
process, and engagement with UWMC's superior proposal is the best path
forward. All three also recommended that stockholders vote AGAINST the
accelerated management compensation packages.
How to Vote
UWMC encourages all TWO stockholders to review its definitive proxy statement on file with the SEC for more detail about why voting AGAINST the CCM transaction helps maximize value for stockholders.
We urge all stockholders to VOTE AGAINST Two Harbors' CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal according to the instructions on UWMC's BLUE Proxy Card today. Voting AGAINST the CCM Merger Proposal and demanding the TWO Board engage with UWMC is the only way for stockholders to preserve the opportunity to achieve greater value.
IT'S NOT TOO LATE TO CHANGE YOUR VOTE
If you have already voted for TWO's proposals relating to the Proposed CCM Merger on TWO's proxy card, you have every right to revoke such proxy card by (i) completing, signing, dating and returning a later dated BLUE Proxy Card, (ii) voting via the Internet or by telephone by following the instructions listed on your proxy card or voting instructions form, (iii) submitting written notice of the revocation to TWO's Corporate Secretary or (iv) requesting a "legal proxy", attending the special meeting and voting your shares online.
The deadline for voting on the BLUE Proxy Card via the Internet or by telephone is 11:59 p.m. Eastern Time tonight, May 18, 2026. You may also vote by attending the special meeting and voting your shares online by following the instructions available on the meeting website. If you have any questions or require assistance with voting your shares, please contact our proxy solicitor, Okapi, by calling (844) 343-2621 (Toll Free for stockholders) or (212) 297-0720 (Collect for Banks and Brokers), or by email at info@okapipartners.com.
VOTE AGAINST THE PROPOSED CCM MERGER ON THE BLUE PROXY CARD TODAY!
ONLY YOUR LAST SUBMITTED AND RECEIVED VOTE WILL COUNT AT THE MEETING.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN!
About UWM Holdings Corporation and United Wholesale Mortgage
Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC ("UWM"). UWM is the nation's largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for 11 consecutive years and is also the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.
Cautionary Note Regarding Forward-Looking Statements
This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "potential," "predict" and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management's current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM's ability to successfully implement strategic decisions and product launches; (iv) UWM's dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies, more specifically caused by the Presidential Administration that affect interest rates and inflation; (vi) UWM's reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (vii) UWM's ability to sell loans in the secondary market; (viii) UWM's dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (ix) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (x) our ability to consummate the merger with Two Harbors and achieve the anticipated benefits; (xi) our ability to comply with all rules and regulations in connection with the launch of our internal servicing and the new risks that may be presented as a result of the transition; (xii) UWM's dependence on Independent Mortgage Advisors to originate mortgage loans; (xiii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (xiv)
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