TWO Adjourns Again. GNK’s Tender Expires. AAUC Widens 14pp.

The Two Harbors vote saga reached its latest (fourth) adjournment this week. The meeting convened on June 23 and was immediately adjourned to July 2 at 10am ET — giving the CrossCountry camp more time to chase proxies. As of June 15, emails between UWM CEO Mat Ishbia and TWO CEO Bill Greenberg (filed with the SEC) showed approximately 73% of shares had voted, with 54% opposed to the CCM deal. That’s a significant lead for the opposition, but 27% of shares outstanding have still not voted.

The more interesting signal is the stock price. UWM’s competing offer is $12.50 cash or 2.3328 UWMC shares (the stock default is worth approximately $5.55 at UWMC’s current price — the board calls it “far inferior”). TWO is trading at $12.43 — above the $12.00 CCM offer. The market is pricing in either a UWM cash victory or a revised CCM bid before July 2. Forty-seven of the 53 required regulatory approvals are in hand. July 2 is the binary event.

Diana Shipping’s formal $24.80 all-cash tender offer expired June 26 at 5pm ET with essentially zero participation — fewer than 38 shares tendered out of 43 million outstanding. The proxy contest result from June 18 — where Genco shareholders re-elected all six incumbent directors with approximately 90% of non-Diana votes — had already made the formal tender impossible to complete.

But the situation isn’t over. Diana’s June 17 revised indicative proposal of $26.85/share ($24.80 cash + 1 DSX share at DSX’s June 26 close of $2.05) remains on the table — non-binding, not yet formally filed. Genco’s board, which now has a strong mandate and no proxy threat hanging over it, is “carefully reviewing” the proposal with advisors. Diana has $1.433B in committed financing. The question is whether a negotiated deal emerges from the ruins of the hostile campaign. Watch for SC TO-T/A filings or any 8-K from Genco.

Axalta’s all-share merger of equals with AkzoNobel hit a key milestone this week. The SEC declared AkzoNobel’s Form F-4 effective on June 23. Axalta filed its definitive proxy on June 24 and commenced mailing to shareholders. The vote is scheduled for August 5, 2026 at 9am EDT — AkzoNobel’s EGM is the same day.

Each AXTA share converts into 0.6539 AkzoNobel ordinary shares, plus AkzoNobel is paying a €2.5 billion pre-completion special distribution. The AkzoNobel Foundation — holding 48 Priority Shares — has irrevocably agreed to vote FOR. Regulatory approvals are still required. Close expected late 2026 or early 2027. The 30% spread is entirely a function of AkzoNobel’s stock price (AKZA.AS) — the spread will move in lockstep with Amsterdam, not with deal risk.

The Paramount Skydance / WBD deal had a quietly important development on June 25: Brazil’s CADE entered a Phase 2 review, adding 60–90 days to the Brazilian timeline. The deal now has three live reviews running simultaneously: EC Phase 1 (deadline July 14), CMA Phase 1 (deadline August 7), and CADE Phase 2 (no fixed deadline). DOJ, ACCC, and China SAMR are all cleared.

The EC review is the most consequential near-term gate. Paramount has signalled openness to divesting Cartoon Network assets — its linear channels, production studio, and animated library — to secure Phase 1 clearance, with Netflix, Amazon, Apple, Sony, and Comcast reportedly interested in those assets. A clean Phase 1 by July 14 would reset the spread materially. A Phase 2 referral in either the EU or UK pushes close to mid-2027 and the spread would widen further. The $1.237B antitrust break fee and a $0.25/quarter ticking fee after December 31 are meaningful protections either way.

Clearwater Analytics closed on June 25 at $24.55/share — the Permira and Warburg Pincus-led consortium completed an $8.4 billion take-private. Australia FIRB was the final hurdle, cleared June 19. Janus Henderson is on track to close June 30 at $52/share, completing its take-private by Trian Fund Management and General Catalyst — all regulatory approvals and client consents were secured. Both spreads had compressed to near-zero in the final run-up. ~$12.5B in combined deal value returned to arb desks this week.

A reader flagged an important nuance in the ZIM approval picture that we’ve now incorporated into our tracker notes. The Israeli government approval isn’t a single decision from a single ministry. It requires sign-off from 11 separate Israeli regulatory authorities. And Hapag-Lloyd’s ownership structure — which includes significant stakes held by Saudi and Qatari state sovereign funds — adds genuine geopolitical sensitivity that no structural carve-out fully resolves in the current environment.

The FIMI “New ZIM” structure was designed specifically to address national security concerns: 16 Israeli vessels, domestic routes, and the golden share itself transferring to an Israeli private equity firm. It may prove sufficient. But the Sakal Group’s competing all-Israeli $4.5B bid ($37.50/share + $250M employee pool) has given the government a credible domestic alternative — which strengthens their negotiating position. The 36.8% spread reflects all of this. Size accordingly.

A few readers asked about the July 29 outside date mechanics. Either party can elect to terminate after that date, but neither is required to. In practice, if both parties remain committed and China SAMR review is still ongoing, they would likely negotiate a mutual extension rather than walk. The outside date creates optionality for Zijin if conditions change, but passing July 29 without clearance doesn’t automatically kill the deal — it widens the spread as the market prices in a longer and less certain timeline. Watch for any press release from either Allied Gold or Zijin around that date.