Genco Shipping & Trading, the largest US-headquartered drybulk shipowner, has issued a statement urging shareholders not to tender their shares into Diana Shipping Inc.’s extended $24.80-per-share cash tender offer, which Genco’s board has unanimously rejected as inadequate. The statement highlights a significant and unresolved inconsistency in Diana’s conduct: Diana has separately made an indicative, non-binding proposal to the Genco board at terms above the $24.80 tender offer price, yet has still not updated its publicly filed tender offer materials to reflect those higher terms—meaning shareholders tendering at $24.80 would be accepting less than what Diana itself has indicated it may be willing to pay.
Genco’s board previously reviewed and rejected the $24.80 tender offer on the grounds that it meaningfully undervalues the company and its assets, remains well below Genco’s net asset value, and includes no control premium. The board is continuing to review Diana’s separate indicative, non-binding proposal in accordance with its fiduciary duties and has committed to taking actions it believes are in the best interests of all Genco shareholders. Shareholders who have already tendered retain the right to withdraw their shares at any time prior to the expiration of the tender offer.
A key element of Genco’s case for rejecting the Diana offer is the strength of its standalone position in the current drybulk market. Genco operates a fleet of 43 vessels with an aggregate capacity of approximately 4,935,000 deadweight tons, spanning larger Newcastlemax and Capesize vessels for major bulk cargoes and medium-sized Ultramax and Supramax vessels for minor bulk, enabling broad cargo and route flexibility. The company transports commodities including iron ore, coal, grain, steel products, bauxite, cement and nickel ore globally. Under its Comprehensive Value Strategy, Genco returns cash to shareholders through a dividend formula linked to operating cash flow: based on current fixtures and the forward freight agreement curve for the balance of 2026, the formula would produce a projected total dividend of $2.50 per share for the full year, representing a meaningful yield that shareholders would forgo by tendering at $24.80.
Support: Jefferies is acting as financial adviser to Genco, with Herbert Smith Freehills Kramer (US) and Sidley Austin serving as legal counsel. Morgan Stanley is acting as special adviser to the board of directors.
KEY QUOTES:
“Diana has once again extended its inadequate tender offer for $24.80 per share in cash. Our Board of Directors previously reviewed and unanimously rejected this offer, determining that it continued to meaningfully undervalue the Company and its assets, remained well below Genco’s net asset value and did not include any control premium.”
Genco Shipping & Trading Limited board statement
