Two Harbors Board Unanimously Rejects UWMC Bid, Reaffirms CrossCountry Mortgage Merger

summarizeSummary

Two Harbors Investment Corp. has unanimously rejected UWMC Holdings' revised unsolicited acquisition proposal, citing significant risks and inferior value, while reaffirming its recommendation for the all-cash CrossCountry Mortgage transaction.

check_boxKey Events

• UWMC Proposal Unanimously Rejected

  Two Harbors' Board of Directors unanimously rejected UWMC Holdings' revised unsolicited acquisition proposal after a thorough review with independent advisors.

• CrossCountry Merger Reaffirmed

  The Board reaffirmed its unanimous recommendation for the amended all-cash transaction with CrossCountry Mortgage, LLC, citing its certain value and clear path to closing.

• Detailed Reasons for Rejection

  The rejection was based on significant risks including UWMC's conditional financing, eroding balance sheet, contradictory public statements, heightened employee and business continuity risks, an uncredible closing timeline, and an inadequate blended value of $10.96-$11.13 per share compared to CrossCountry's $11.30 all-cash offer.

• Shareholder Vote Guidance

  Stockholders are urged to vote 'FOR' the amended CrossCountry Mortgage transaction at the Special Meeting scheduled for May 19, 2026.

auto_awesomeAnalysis

This DEFA14A provides a critical update in the ongoing acquisition saga for Two Harbors. The Board's detailed rejection of UWMC's revised proposal, highlighting concerns over conditional financing, UWMC's eroding balance sheet, credibility issues, and operational risks, offers crucial information for shareholders. The explicit comparison of UWMC's blended value ($10.96-$11.13) against CrossCountry Mortgage's certain $11.30 all-cash offer clarifies the Board's rationale. This filing aims to solidify shareholder support for the CrossCountry Mortgage transaction ahead of the May 19th Special Meeting, reducing uncertainty around the preferred path forward.