Diana Shipping Inc., a global shipping company specializing in the ownership and bareboat charter-in of dry bulk vessels that is the largest shareholder of Genco Shipping & Trading Limited, responded to Genco’s false and misleading July 23 news release, which claimed that Genco’s advisors had “engaged with Diana’s advisors on multiple occasions in recent weeks to discuss the price, terms and structure of Diana’s proposal.”
Diana also announced that its tender offer to acquire all outstanding shares of Genco not already owned by Diana expired on July 24, 2026, at 5:00 p.m., New York City time, and that Diana has determined not to extend or reinstate the tender offer.
The Company issued the following statement:
“There has been no substantive engagement by Genco with Diana in more than five weeks since we made our increased offer on June 17, 2026. To the contrary, on July 21, Genco’s advisors stated that Genco would not provide feedback on Diana’s current proposal or provide any counterproposal, as, under the federal laws governing tender offers, doing so would require Genco to disclose publicly that discussions had taken place. Genco’s decision to issue a press release less than 48 hours later not only contradicts Genco’s purported reasons for not engaging with Diana, but reveals the level of deception the Genco Board is willing to resort to in order to protect its own position.
“While we would like to believe that Genco will now come to the negotiating table, the tenor of Genco’s July 23 news release, and its willingness to mischaracterize the nature of the limited discussions that have taken place, leave us and Genco shareholders with little confidence that the Genco Board intends to engage in good faith. We call on the Genco Board to prove otherwise.”
Genco shareholders deserve an accurate account of how their Board has thus far responded to Diana’s June 17 offer. There have been two calls between advisors. The first call on July 15 was Genco’s advisor seeking basic information regarding Diana’s offer that was already publicly disclosed and could have been addressed months earlier. The second call on July 21 was Genco’s advisor stating why they could not provide feedback on Diana’s proposal or provide a counterproposal.
Diana’s increased offer made directly to the Genco Board to acquire the outstanding shares of Genco that it does not already own for $27.34 per share, comprised of $24.80 per share in cash plus one Diana share valued at $2.54 based on Diana’s 30-day volume-weighted average price as of June 16, 2026, remains on the table.
Diana’s increased offer, when made, represented a 53% premium to Genco’s closing share price on November 21, 2025, the last trading day before Diana’s initial acquisition proposal, a 16% premium to Genco’s closing share price of $23.51 on June 16, 2026, the day prior to Diana’s public announcement of the increased offer, and a 6% premium to Genco’s net asset value per share based on vessel valuations provided by VesselsValue, at cyclically high drybulk asset values that are at or near 15-year highs.
Since vessel values peaked on June 3, 2026, Genco’s fleet value has declined by approximately 3.4%, or $51 million, as the dry bulk market has softened. This highlights that continued delay by Genco and its advisors carries real cost and risk for shareholders as they are exposed to further potential NAV erosion.
Diana’s offer represents compelling and certain value for Genco shareholders, and Diana remains committed to completing a transaction on these terms.
By terminating the tender offer, Diana has removed the mechanism that Genco has claimed to be a barrier to engaging in substantive negotiations regarding Diana’s increased offer. There is no longer any possible legal impediment the Genco Board can point to in order to avoid direct, constructive dialogue regarding Diana’s offer. Diana calls on the Genco Board to provide a substantive response without further delay.
As of the expiration of the offer, 11,778,419 million shares of Genco common stock – or 31.6% of the outstanding shares of Genco not owned by Diana – had been tendered and not withdrawn. All shares previously tendered into Diana’s tender offer will be promptly returned to tendering shareholders. Diana notes that shortly before the expiration of the tender offer, it was informed by a depositary agency (and Genco’s transfer agent) that due to a system error, shares previously tendered pursuant to the offer had to be withdrawn and re-tendered under a different CUSIP number. This issue may have impacted the number of shares tendered as of the expiration of the offer.