Mar. 19 at 12:12 PM
$TWO $UWMC
Two Harbors receives unsolicited
$10.70 per share acquisition proposal
Two Harbors (TWO) announced that its board has received an unsolicited proposal to acquire all of the outstanding shares of Two Harbors common stock for
$10.70 per share in cash. In addition to the per share cash consideration, the unsolicited proposal provides for the payment of the
$25.4M termination fee that Two Harbors would be required to pay to UWM Holdings (UWMC) to terminate Two Harbors' previously announced merger agreement with UWMC. Consistent with its duties and following consultation with its financial advisors and outside legal counsel, the ad hoc committee of the board has determined that the unsolicited proposal could reasonably be expected to lead to a "Company Superior Proposal" as defined in the UWMC merger agreement.
The committee has not made a determination as to whether the unsolicited proposal is superior to the UWMC transaction. Two Harbors will engage further, including with respect to definitive documentation, to determine if a proposal that constitutes a "Company Superior Proposal" as defined in the UWMC merger agreement, can be reached. If the committee ultimately determines such a "Company Superior Proposal" has been received, UWMC will have three business days after such determination to negotiate with Two Harbors and to propose any revisions to the UWMC transaction.
There can be no assurance that the committee will conclude that the transaction in the unsolicited proposal is superior to the UWMC transaction or that any definitive agreement or transaction will result from discussions related to the unsolicited proposal. The UWMC merger agreement remains in effect, and the Board continues to recommend in favor of the UWMC transaction and has not withdrawn or modified its recommendation. TWO's previously announced special meeting of stockholders in connection with the UWMC transaction remains scheduled for March 24.
