Genco Shipping & Trading Limited (NYSE: GNK) issued a statement rejecting Diana Shipping Inc.'s acquisition proposal and urging shareholders to disregard Diana's proxy materials ahead of the annual meeting.

Genco's board established a special committee of independent directors to review Diana's $23.50 per share proposal with external advisors. The committee determined the offer was inadequate, stating it falls below the mean analyst net asset value estimate of $25.00 and fails to provide an appropriate control premium.

The company reported distributing $292 million in dividends to shareholders since April 2021, investing $492 million in vessels, and reducing debt by $250 million. Genco stated its total shareholder returns reached 247% over the past five years, compared to Diana's 53% return over the same period.

Diana is seeking to replace Genco's entire board with its nominees through a proxy contest. Genco warned that Diana's nominees could approve a transaction below the current proposal price or alter the company's dividend model if they gain control.

The shipping company described Diana's campaign as containing "inflammatory and misleading statements" and criticized Diana's history of related-party transactions. Genco operates 45 dry cargo vessels with an aggregate capacity of approximately 5,044,000 deadweight tons.

Jefferies LLC serves as financial advisor to Genco, while Morgan Stanley & Co. LLC acts as special advisor to the board. The company plans to file proxy materials with the Securities and Exchange Commission.