An Open Letter to the Stockholders of Two Harbors Investment Corp
Dear Two Harbors Stockholders:
Since the original date of the special meeting to vote on the inferior proposed CCM transaction, your Chairman and Board have executed consecutive adjournments, prolonging their misguided attempt to salvage an inferior CCM deal that has twice failed to garner the necessary stockholder support. You have made it clear to the TWO Board that this deal does not provide maximum value and should not be approved, but your message has fallen on deaf ears.
Your Board is relying on delay tactics that it hopes will wear down stockholders into accepting a less valuable transaction, even though UWMC's superior proposal has been and continues to be on the table. This is the opposite of a value-maximizing process for TWO stockholders. We continue to urge all TWO stockholders to stand firm against the egregious conduct of this Board, vote AGAINST the CCM transaction – in line with the recommendations of ISS, Glass Lewis, and Egan-Jones – and to continue to demand good faith engagement with UWMC. Only persistent standing fast and continued vote AGAINST can assure TWO stockholders maximization of value for their shares.
UWMC remains committed to the proposal we sent to the TWO Board on May 11, under which we would acquire all outstanding TWO shares for $12.50 per share in cash, or if a shareholder chooses, 2.3328 shares of UWMC stock. In addition, despite the lack of engagement from the TWO Board, we reiterate our willingness to negotiate in good faith around a deal that best serves TWO stockholders.
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