Genco Shipping & Trading Limited, the largest U.S. headquartered drybulk shipowner focused on the global transportation of commodities, announced that its Board of Directors unanimously rejected Diana Shipping Inc.’s revised, non-binding indicative proposal to acquire all of the outstanding shares of Genco not already owned by Diana for $23.50 per share in cash. A special committee of independent directors reviewed the proposal with the assistance of external financial and legal advisors. Based on the recommendation of the special committee, the Board determined that the proposal substantially undervalues Genco, fails to provide an appropriate premium to Genco shareholders and presents execution risks.
Genco issued the following statement:
“Our Board reviewed and rejected Diana’s revised proposal and determined that it is substantially below Genco’s intrinsic value and fails to appropriately compensate Genco shareholders, especially in light of our superior returns, premium earning assets, leading commercial operating platform, spot-focused commercial strategy and sizeable operating leverage in a strengthening drybulk market.
Diana’s proposal fails to provide an appropriate premium to NAV. In addition, as a basis for its revised proposal, Diana’s letter selectively referenced the lowest published NAV estimate from one analyst rather than Genco’s mean analyst NAV estimate of $251. This mean analyst NAV estimate is well above Diana’s offer of $23.50 during a period of rising asset values.
Diana’s revised proposal continues to present execution risk. Diana announced $1.433 billion of fully committed financing but filed a commitment letter that only specifies $1.102 billion in commitments. Diana’s contemplated sale of 16 Genco vessels at “fire sale” prices to a competitor introduces further uncertainty while depriving Genco shareholders of full value.
The Board remains open to engaging with Diana upon receipt of an offer that appropriately reflects Genco’s intrinsic value and upside potential in a strengthening market.
Our Board will continue to act in the best interest of all Genco shareholders”.