UWM Accuses Two Harbors of Misleading Valuation, Proposes $12.50 Cash or Shares
UWMC•UWM Holdings offered Two Harbors shareholders $12.50 in cash or 2.3328 UWMC shares but claims Two Harbors’ board refuses engagement and prefers a lower-value CrossCountry merger. UWM argues Two Harbors misrepresents value by adding a $0.34 dividend to the CrossCountry deal and urges shareholders to reject the CCM transaction.
1. Acquisition Proposal
UWM Holdings has put forward an offer to acquire Two Harbors for $12.50 per share in cash or 2.3328 shares of UWM stock. The proposal was submitted on May 11 and is positioned as superior to Two Harbors’ current deal with CrossCountry Mortgage.
2. Valuation Dispute
UWM contends that Two Harbors’ board is using a “smoke and mirrors” tactic by including a $0.34 second-quarter dividend in the CrossCountry merger valuation without applying the same dividend to UWM’s proposal. This apples-to-apples comparison, UWM says, confirms its offer delivers greater value.
3. Voting Recommendations
UWM is urging Two Harbors shareholders to vote against the proposed CrossCountry merger, the non-binding compensation advisory proposal and any adjournment using UWM’s blue proxy card. Shareholders are instructed on revoking prior proxies and casting votes online, by phone or by returning a new proxy card to maximize value.
