Diana Shipping Inc. (“Diana”), a global dry bulk shipping company, issued a statement following the response from the Board of Directors of Genco Shipping & Trading Limited (“Genco”).
Firstly, Diana owns approximately 14.8% of Genco’s outstanding common shares. The Company confirmed it received a letter from Genco’s Board rejecting Diana’s non-binding proposal to acquire all outstanding Genco shares not already owned by Diana. The proposal offered $20.60 per share in cash.
Diana disclosed the proposal publicly on November 24, 2025. The Genco Board took more than six weeks to respond. During that time, the Board did not engage with Diana, request clarification, or seek discussions. The Board ultimately rejected the proposal without dialogue.
Diana believes the offer delivers immediate and certain value to Genco shareholders. The all-cash proposal represents a 23% premium to Genco’s 30-day and 90-day VWAP ending November 21, 2025. It also reflects a 15% premium to Genco’s closing share price on November 21, 2025. The offer represents a 21% premium to the share price on July 17, 2025, when Diana first disclosed its ownership stake. The price aligns with Genco’s 10-year high share price, adjusted for dividends.
The proposal is supported by a highly confident financing letter from DNB Bank and Nordea Bank. The banks have committed to lead financing of up to $1.102 billion. The financing would fund the full acquisition price, refinance Genco’s existing debt, and cover transaction costs.
In its response, the Genco Board suggested that Genco could acquire Diana. The suggestion included no information on price, structure, cash or stock consideration, or premiums. The company believes this suggestion lacks substance and does not allow for proper evaluation. Diana views it as a distraction from its fully defined proposal.
Diana has repeatedly sought constructive engagement with Genco’s Board. Its proposal includes clear financial and structural terms. It provides Genco shareholders with immediate liquidity at a premium.
Diana Chief Executive Officer Semiramis Paliou said, “We are deeply disappointed that Genco’s Board rejected our proposal without engagement, despite our clear willingness to discuss it. The Board raised questions about structure, value, and execution certainty. We are ready to address those questions directly.”
Ms. Paliou added, “We welcome Genco’s recognition of the strategic logic behind industry consolidation. We continue to believe our all-cash proposal offers the best path forward. We remain open to dialogue and encourage the Board to engage in good faith.”
Diana’s Board is evaluating all available options to advance its acquisition proposal.
Lastly, Genco’s response letter will be filed with the U.S. Securities and Exchange Commission as an exhibit to Diana’s Schedule 13D related to its ownership of Genco shares.
Update: Genco Details Reasons for Rejection
In a press release issued on January 13, 2026, Genco confirmed that its Board of Directors, acting on the recommendation of a committee of independent directors, unanimously rejected Diana’s proposal.
Genco said the offer significantly undervalued the company and was not in the best interests of shareholders. The Board cited concerns over valuation, execution risk and the absence of committed financing.
According to Genco, the proposal failed to reflect the value of its modern fleet, commercial platform, technical management business and strong balance sheet. The Board also said the offer did not provide an appropriate control premium and was below Genco’s net asset value during a period of rising asset prices. Genco added that the proposed price was below its 10-year high share price of $26.93.
Genco also raised concerns about Diana’s balance sheet, leverage profile and the level of borrowing required to complete the transaction. The Board stated that Diana’s financing letter did not constitute committed financing and created uncertainty around execution.
Genco said it believes its current strategy, focused on low leverage, sizeable quarterly dividends and opportunistic fleet renewal, will continue to deliver superior value for shareholders in a strengthening dry bulk market.
The Board said it explored an alternative transaction structure in which Genco would acquire Diana using a mix of cash and Genco shares. Genco said this approach could provide Diana shareholders with immediate cash value and exposure to the upside of a larger, lower-leverage combined company. According to Genco, Diana declined to engage on this structure and reiterated its original offer.
Genco said it remains open to industry consolidation under the right terms but is committed to executing its existing strategy and maximizing shareholder value.
