Two Harbors Urges Shareholders to Approve $12.23/Share Cash Merger, Warns Against UWMC Alternative
Summary
Two Harbors Investment Corp. is making a final push for shareholder approval of its all-cash merger with CrossCountry Mortgage for $12.00 per share plus a pro-rated dividend, strongly advising against rejecting the deal due to risks and the declining value of an alternative stock-based offer from UWMC.
Key Events
-
Final Merger Push
Two Harbors is urging shareholders to vote "FOR" the CrossCountry Mortgage (CCM) all-cash merger at its Special Meeting, emphasizing the certainty of $12.00 per share plus an estimated $0.23 pro-rated dividend.
-
Rejection of UWMC Alternative
The company highlights that UWMC has not submitted a superior proposal despite direct engagement and points to UWMC's stock price decline (over 50% since December 2025) which devalues its stock-based offer to only $5.18 per TWO share.
-
Risk of Value Decline
Two Harbors warns that failure to approve the CCM transaction risks a significant decline in the value of TWO common stock, with no actionable alternative currently available.
-
Regulatory Approvals Secured
The company has secured 47 of 53 required regulatory approvals and expects to close the transaction in August 2026.
Analysis
This DEFA14A is a critical communication in the ongoing proxy battle for Two Harbors' acquisition. The company is making a definitive, urgent appeal to shareholders to approve the CrossCountry Mortgage (CCM) cash merger, which offers $12.00 per share plus an estimated $0.23 pro-rated dividend. The filing directly addresses and strongly refutes the viability of an alternative proposal from UWMC, citing UWMC's significant stock price decline and its failure to present a superior offer. The Board's unanimous recommendation and the warning of potential "significant value destruction" if the CCM deal is not approved underscore the high stakes for shareholders ahead of the vote.
At the time of this filing, TWO was trading at $12.39 on NYSE in the Real Estate & Construction sector, with a market capitalization of approximately $1.3B. The 52-week trading range was $8.78 to $14.17. This filing was assessed with positive market sentiment and an importance score of 9 out of 10.