Genco rejects Diana Shipping bid, calls offer below NAV

Genco Shipping & Trading Limited (NYSE: GNK) issued an open letter to shareholders after Diana Shipping Inc. withdrew its offer to acquire all outstanding Genco shares not already owned by Diana.

In the letter, Genco's board said it had provided Diana with a framework requiring any acquisition to compensate shareholders at net asset value (NAV) plus an appropriate control premium. Genco said both independent broker valuations and the median of five sell-side analyst estimates placed its NAV at approximately $27.50 per share.

Genco said its advisors conveyed a framework on August 13, 2026, proposing $27.50 per share in cash plus three Diana shares per Genco share. The company valued Diana shares at approximately $1.00 each under this structure. Genco said Diana withdrew its offer without providing a counterproposal, then issued a press release that Genco characterized as misleading, claiming Diana inflated the value of Genco's framework to $36.91 per share.

Genco also stated that Diana's proposal would have deducted Genco's Q2 2026 dividend of $0.80 per share from the offer price, reducing consideration to shareholders. Genco's position was that shareholders should retain dividends earned during the period of their ownership.

The company reported 28 consecutive quarterly dividend payments since 2021, totaling $8.715 per share. Genco's most recent quarterly dividend was $0.80 per share. The company projected cumulative dividends for Q3 and Q4 2026 of more than $2.00 per share, based on current fixtures and forward freight agreement curves.

Genco's fleet consists of 44 vessels with an aggregate capacity of approximately 5,117,000 deadweight tons. Jefferies LLC is serving as financial advisor to Genco, with Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP as legal counsel, and Morgan Stanley & Co. LLC as special advisor to the board.

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