Two Harbors Delays Vote as CEOs’ SEC‑Filed Emails Expose Bid Fight
The board pushed the shareholder meeting back to buy time to solicit votes after filings showed split support and public emails revealed a bitter dispute over cash versus stock offers.
Overview
- Two Harbors moved its reconvened special meeting to July 2 to continue proxy solicitations and try to secure approval for CrossCountry’s $12 per‑share all‑cash offer.
- The Two Harbors board continues to recommend the CrossCountry cash deal, arguing its fiduciary duty requires cash because UWM’s stock default option would likely be worth far less.
- UWM has countered with a $12.50 per‑share proposal that lets holders choose cash or 2.3328 UWMC shares, a structure Two Harbors warns could leave non‑electing shareholders with a much lower implied value.
- SEC filings released June 22 included email exchanges between CEOs Mat Ishbia and Bill Greenberg that accuse each side of bad faith motives, funding doubts, and self‑interest, intensifying the public contest.
- Filings disclosed June 15 that about 73% of shareholders had voted and 54% of those votes opposed the CrossCountry transaction, a tally that Two Harbors says could change and that leaves the final outcome dependent on remaining proxies, legal challenges, and regulatory clearances.