Genco rejects Diana Shipping tender offer, reviews new proposal

Genco Shipping & Trading Limited (NYSE: GNK) issued a statement confirming that Diana Shipping Inc.'s tender offer has expired without completion, while its board continues to review a separate non-binding indicative proposal from Diana.

Diana's proposal would acquire all outstanding Genco common shares not already owned by Diana for $24.80 per share in cash plus one Diana share. Genco's board said any offer must adequately compensate shareholders based on net asset value and include an appropriate control premium.

Genco's advisors have engaged with Diana's advisors on multiple occasions to discuss the proposal's price, structure, and terms. The company said it will continue discussions with Diana to determine whether a transaction that "fully and fairly" compensates shareholders is achievable.

Genco raised several concerns about the stock portion of Diana's offer. Diana has ascribed $2.54 per share value to its stock consideration, while Diana's closing share price was $2.30 on June 16, the day before announcing its revised proposal, and $2.25 on July 24. Genco also noted that a proposed new share issuance could dilute Diana's outstanding shares, and that Diana's plan to sell 16 Genco vessels to Star Bulk at what Genco described as below-market prices could further reduce Diana share value. Genco additionally cited governance concerns related to high-voting preferred shares held by Diana insiders.

Genco said independent third-party broker valuations obtained in July show vessel values continuing to rise, countering what it characterized as Diana's attempts to mislead the market about Genco's fleet value.

Genco plans to report second-quarter 2026 results on August 5, 2026. Jefferies LLC is serving as financial advisor to Genco, with Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP as legal counsel. Morgan Stanley & Co. LLC is acting as special advisor to Genco's board.

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