UWM Holdings Corporation intensified its campaign against CrossCountry Mortgage’s proposed acquisition of Two Harbors Investment Corp. on Monday, May 18, urging shareholders to reject the deal just one day before a pivotal shareholder vote.
UWM reiterated that its proposal — offering shareholders $12.50 per share or 2.3328 shares of UWM stock — remains superior to CrossCountry’s amended $12.00-per-share all-cash agreement. The company also argued its bid provides greater flexibility through a stock election option and represents higher value when accounting for interim dividend considerations.
UWM’s latest appeal leaned heavily on support from proxy advisory firms, noting that Institutional Shareholder Services (ISS), Glass Lewis, and Egan-Jones Ratings Company have all recommended shareholders vote against the CrossCountry transaction, citing concerns that the Two Harbors board did not run a value-maximizing process.
The lender also pushed back on execution concerns, stating its offer is backed by a committed unsecured bridge facility from Mizuho Financial Group with no financing contingencies. UWM said its regulatory relationships, nationwide licensure, and prior work tied to its original agreement position it to close a transaction within roughly two months of signing.
UWM further criticized the conduct of the Two Harbors board, alleging a pattern of refusal to engage despite multiple improved offers. The company also pointed to governance concerns tied to the CrossCountry deal, including executive compensation packages it said could total roughly $35 million, echoing scrutiny raised by proxy advisory firms.
The company is urging shareholders to vote the “blue proxy card” against the CrossCountry transaction and related proposals at the May 19 special meeting.
Escalating Timeline Of Competing Offers
Two Harbors originally agreed in December 2025 to be acquired by UWM in an all-stock transaction before terminating that agreement in March and pivoting to a cash deal with CrossCountry.
CrossCountry raised its bid to $11.30 per share on April 28. UWM responded on May 11 with a revised proposal valued at $12.50 per share, including both cash and stock options.
CrossCountry later added a dividend component to its offer, which it said could increase total consideration depending on timing. UWM rejected that characterization, arguing shareholders would receive the same dividend under its proposal.
Despite the higher bid, the Two Harbors board has unanimously rejected UWM’s latest offer, calling it “illusory, predatory, and unactionable,” and reaffirmed its support for the CrossCountry deal.
What It Means For Mortgage
At the center of the fight is RoundPoint Mortgage Servicing and Two Harbors’ mortgage servicing rights portfolio, assets that have become increasingly valuable as lenders seek recurring servicing income and scale in a higher-rate environment.
With the May 19 shareholder vote now hours away, the battle has evolved far beyond a traditional merger dispute into a public campaign over valuation methodology, servicing economics, governance, and closing certainty, with each new statement quickly drawing another response.
Two Harbors shareholders are scheduled to vote on the CrossCountry transaction on Tuesday, May 19.
