Those hoping for a resolution to the monthslong CCM-TWO-UWM drama will have to wait a while longer.
On Tuesday, Two Harbors Investment Corp. (TWO) adjourned a special stockholder meeting that had been called to consider a proposed acquisition offer by CrossCountry Mortgage (CCM). The meeting will reconvene on May 28, “in order to provide additional time for the Company to solicit additional proxies.”
The move delays a long-awaited vote on the CCM proposal, which has offered $12 per share for Two Harbors, a Minnesota-based real estate investment trust that owns RoundPoint Mortgage Servicing and its substantial portfolio of mortgage servicing rights.
Complicating the situation is an unsolicited rival bid from the parent company of United Wholesale Mortgage (UWM), which has offered either $12.50 per share or 2.3328 shares of common stock for every one share of TWO stock.
Two Harbors’ board has consistently rebuffed UWM’s acquisition overtures since terminating a prior all-stock deal with the Michigan-based wholesale lender on March 27.
Last week, TWO reaffirmed its support for the CCM deal while calling UWM’s offer “illusory, predatory and unactionable.” TWO claims UWM’s proposal “carries financing, closing, business and credibility risks.”
UWM has forcefully rebutted those claims, accusing the TWO board of “complete and illogical distortion of the duties it owes its stockholders.”
In an open letter to TWO shareholders dated May 11, UWM alleged TWO is motivated to close the CCM deal by “immediate cash payouts for Two Harbors management in the range of $35 million on the date of close instead of negotiating higher value for stockholders.”
Another complication emerged last week when a Two Harbors shareholder sued the company for disseminating an allegedly incomplete and misleading proxy statement. But a U.S. district judge denied the request for a temporary restraining order on Monday, which cleared the way for Tuesday’s shareholder meeting to proceed.
