Genco rejects Diana Shipping's $24.80 tender offer as misleading

Genco Shipping & Trading Limited (NYSE: GNK) issued a statement cautioning its shareholders not to tender their shares into a pending offer from Diana Shipping Inc., saying Diana's disclosures about the tender offer's terms are misleading.

Genco said Diana has made two separate actions: a tender offer of $24.80 per share in cash, and a non-binding indicative proposal to Genco's board to acquire the company for $24.80 in cash plus one share of Diana stock. Genco said Diana has been presenting the offer as $27.34 per share, which it called misleading, as shareholders tendering shares would receive only the $24.80 cash amount.

Genco said Diana has not updated its tender offer materials to reflect the terms of the non-binding proposal, despite promising to file an amended tender offer statement on Schedule TO and a registration statement on Form F-4 since June 17.

Genco's board previously reviewed and unanimously rejected the $24.80 tender offer, determining it undervalued the company and its assets, fell below Genco's net asset value, and included no control premium.

The board said it is continuing to review Diana's separate non-binding indicative proposal and is considering the company's performance and current market conditions, among other factors.

Jefferies LLC is serving as financial advisor to Genco. Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP are acting as legal counsel. Morgan Stanley & Co. LLC is serving as special advisor to Genco's board.

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