Diana Shipping Inc., a global shipping company specializing in the ownership and bareboat charter-in of dry bulk vessels that owns approximately 14.8% of the outstanding shares of common stock of Genco Shipping & Trading Limited, announced that it has commenced a tender offer (the “Offer”) through its wholly-owned subsidiary, 4 Dragon Merger Sub Inc. (the “Purchaser”), to purchase all outstanding shares of Genco common stock at $23.50 per share in cash. The Offer is scheduled to expire at 5:00 p.m., New York City time, on June 2, 2026, unless extended.
The Offer is being made directly to Genco shareholders after the Genco Board of Directors’ five-month refusal to engage on Diana’s fully financed, all-cash proposals to acquire Genco. Diana submitted its initial proposal of $20.60 per share on November 24, 2025, and increased it to $23.50 per share on March 6, 2026. The Genco Board rejected both proposals without any engagement — a pattern of entrenchment designed to protect the Board and management’s roles and pay packages at the expense of shareholders.
The Offer is not subject to any financing condition. Diana has obtained $1.433 billion in fully committed financing arranged by DNB Carnegie and Nordea, with participation from DNB, Nordea, BNP Paribas, Standard Chartered, Deutsche Bank and Danske Bank. Diana has also entered into a definitive agreement with Star Bulk Carriers Corp. (Nasdaq: SBLK) to sell 16 of Genco’s vessels for $470.5 million in cash upon completion of the acquisition.
Semiramis Paliou, Diana’s Chief Executive Officer, commented:
“We have spent five months seeking to engage with the Genco Board on a transaction that would deliver certain, premium value to Genco shareholders at cyclically high asset values. The Genco Board has refused every attempt — not a single meeting, not a single phone call — and has not responded to the merger agreement we delivered. We are now taking our offer directly to the people it is designed to benefit: Genco shareholders. The Offer is fully financed, there is no execution risk, and there is no financing condition. We urge Genco shareholders to tender their shares and take an important step toward realizing the value they deserve.”
Genco shareholders should consider the following before the Genco Board denies them the opportunity to decide for themselves:
• Price: The all-cash offer of $23.50 per share represents a 31% premium to Genco’s undisturbed closing price on November 21, 2025, and approximately 1.0x NAV based on the fleet values Genco itself reported in its fourth quarter 2025 earnings presentation. Genco’s shares have historically traded at an average 30% discount to NAV since 2020. Diana’s offer eliminates that discount permanently, in cash.
• Value vs. Dividends: Even if Genco continued paying a $0.50 dividend as it did in the first quarter of 2026, it would take shareholders more than 11 years to receive through dividends what Diana is now offering in cash at closing. At Genco’s five-year average distribution of $1.27 per share, the implied payback period exceeds 18 years — with a fleet carrying an average age of 12.5 years.
• Shareholder Choice: Genco’s own poison pill — adopted without shareholder approval — has been specifically designed to prevent shareholders from tendering their shares or Diana from acquiring additional shares. By commencing this tender offer, Diana is giving shareholders the direct opportunity to express their support for this transaction that the Genco Board has sought to deny them.
• Readiness: Diana has included in its Offer documents a draft merger agreement reflecting the $23.50 per share offer price substantially in a form Diana is prepared to sign. The Genco Board has not responded since first receiving a version of this document on April 13, 2026. Diana is ready to move forward expeditiously with this transaction — the only thing standing in the way is a Board that refuses to act in its shareholders’ best interests.
Separately, Diana has nominated six highly qualified independent director nominees — Gustave Brun-Lie, Paul Cornell, Chao Sih Hing Francois, Jens Ismar, Viktoria Poziopoulou and Quentin Soanes — for election to the Genco Board at the 2026 Annual Meeting of Shareholders. These candidates share a commitment to ensuring the Genco Board fulfills its fiduciary obligation to evaluate all value-maximizing alternatives. Unfortunately, Genco has yet to announce the date of the meeting and its record date despite having reserved three separate record dates. Diana believes this delay is a deliberate attempt by the Genco Board to deny shareholders a voice in the future of their company.