UWMC Reminds Two Harbors Stockholders to Vote the Blue Proxy Card Against the Inferior CrossCountry Transaction Today
UWMC’s Superior Proposal Offers TWO Stockholders More Value, More Certainty and More Optionality
All
TWO Board Has Refused to Engage Constructively with UWMC and Has Failed to Conduct a Value-Maximizing Process for Stockholders
It is Not Too Late for TWO Stockholders to Change Their Vote
As the deadline to vote rapidly approaches, UWMC reminds TWO stockholders that:
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UWMC’s proposal offers stockholders $12.50 per share, while preserving the ability to elect to receive 2.3328 shares in UWMC stock for those stockholders that want stock consideration. Despite TWO’s various contorted, hollow and misleading arguments,
$12.50 is more than$12.00 , adjusted for the interim period dividend. - A stock election is a benefit of UWMC’s proposal. TWO stockholders should have the freedom to choose to receive consideration in either cash or stock, and this option to participate as an investor in the combined company is not provided in the CCM merger. That option does not preclude any stockholders from choosing the cash consideration at a higher value than the CCM deal.
- UWMC has strong financing supported by a committed, unsecured bridge facility from Mizuho that is not subject to any financing condition, ratings triggers, collateral pools, borrowing-base tests, advance rate mechanics, or market-conditioned funding contingency. Mizuho also removed customary due diligence conditions that TWO questioned. UWMC is further supported by significant cash on its balance sheet and additional sources of liquidity. Stockholders can verify UWMC’s strong position by reviewing its publicly filed financials, which provide transparency and certainty not provided by CCM.
- There is an expeditious path to completion with UWMC, given our strong relationships with national regulators, licensure in good standing in all 50 states, and work in support of our prior agreement to acquire TWO. The TWO Board admitted to ISS that it was unlikely a transaction with UWMC would be derailed in the regulatory approval process. We intend to close a transaction within approximately 2 months of signing an agreement.
- The TWO Board has conducted a pattern of bad-faith dealing, refusing to engage with UWMC even after repeated improvements to UWMC’s proposals. As a result of its intransigence, the TWO Board has only achieved the minimum value possible for its stockholders. It is unconscionable for the TWO Board not to engage with the primary driver of value throughout this process.
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The CCM transaction features golden parachutes in the range of
$35 million as a reward for Two Harbors management – not stockholders – and may be the only real motivation for refusing to engage around superior proposals from UWMC. As leading proxy advisor Glass Lewis wrote, “shareholdersshouldquestion whether the size of these awards is the best use of Company capital,andwhether executives are entering this deal with the best interests of long-term shareholders in mind, or whether this excessive personal payday has shaped their judgment.” - UWMC is eager to engage directly with the TWO Board and their advisors to address any concerns they have with the terms of UWMC’s proposal and stands ready to work quickly to negotiate and consummate an agreement that achieves the best value for TWO stockholders.
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All three leading independent proxy advisors – ISS, Glass Lewis and Egan-
Jones – agree that stockholders should vote AGAINSTthe CCM transaction because the TWO Board has not conducted a value-maximizing process, and engagementwith UWMC’s superior proposal is the best path forward. All three also recommended that stockholders vote AGAINST the accelerated management compensation packages.
How to Vote
UWMC encourages all TWO stockholders to review its definitive proxy statement on file with the
We urge all stockholders toVOTE AGAINST Two Harbors’ CCM Merger Proposal, AGAINST the Non-Binding Compensation Advisory Proposal and AGAINST the Adjournment Proposal according to the instructions on UWMC’s BLUE Proxy Card today. Voting AGAINST the CCM Merger Proposal and demanding the TWO Board engage with UWMC is the only way for stockholders to preserve the opportunity to achieve greater value.
IT’S NOT TOO LATE TO CHANGE YOUR VOTE
If you have already voted for TWO’s proposals relating to the Proposed CCM Merger on TWO’s proxy card, you have every right to revoke such proxy card by (i) completing, signing, dating and returning a later dated BLUE Proxy Card, (ii) voting via the Internet or by telephone by following the instructions listed on your proxy card or voting instructions form, (iii) submitting written notice of the revocation to TWO’s Corporate Secretary or (iv) requesting a “legal proxy”, attending the special meeting and voting your shares online.
The deadline for voting on the BLUE Proxy Card via the Internet or by telephone is
VOTE AGAINST THE PROPOSED CCM MERGER ON THE BLUE PROXY CARD TODAY!
ONLY YOUR LAST SUBMITTED AND RECEIVED VOTE WILL COUNT AT THE MEETING.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN!
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Cautionary Note Regarding Forward-Looking Statements
This communication includes forward-looking statements. These forward-looking statements are generally identified using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this communication include statements regarding our expectations and beliefs related to (i) the timing of the completion of any proposed transaction; (ii) the ability of the parties to complete any proposed transaction; and (iii) the benefits of a proposed transaction. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including: (i) that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; (ii) the ability of the parties to satisfy the conditions to any proposed transaction, including obtaining stockholder approval and regulatory approval, on a timely basis or at all; (iii) the ability to obtain synergies and benefits of any proposed transaction; (iv) UWM’s ability to successfully implement strategic decisions and product launches; (iv) UWM’s dependence on macroeconomic and
No Offer or Solicitation
This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information
This communication relates to a proposal that UWMC has made to the Two Harbors Board for a business combination transaction with Two Harbors. In furtherance of this proposal and subject to future developments, UWMC filed a definitive proxy statement on Schedule 14A on
INVESTORS AND SECURITYHOLDERS OF UWMC AND TWO HARBORS ARE URGED TO READ THE PROXY STATEMENT, ANY ADDITIONAL MATERIALS UWMC MAY FILE WITH RESPECT TO THE BUSINESS COMBINATION TRANSACTION, INCLUDING ANY REGISTRATION STATEMENT, TENDER OR EXCHANGE OFFER DOCUMENT, PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS IF AND WHEN FILED WITH THE
Participants in the Solicitation
UWMC and its respective directors and executive officers and other members of management and employees may be deemed to be participants in any solicitation of proxies from Two Harbors stockholders in respect of a solicitation and proposed transaction under the rules of the
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For inquiries regarding UWM, please contact:
INVESTOR CONTACT
InvestorRelations@uwm.com
212-297-0720
info@okapipartners.com
MEDIA CONTACT
Media@uwm.com
Reevemark
212-433-4600
UWM-Team@Reevemark.com
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