Genco Shipping & Trading Limited, the largest U.S. headquartered drybulk shipowner focused on the global transportation of commodities, today issued the following statement regarding the pending tender offer by Diana Shipping Inc. (“Diana”):
We are dismayed by Diana’s continued misleading disclosures regarding its tender offer, and we caution Genco shareholders not to tender their shares into Diana’s tender offer.
To set the record straight, Diana has taken two separate and fully distinct actions:
- A tender offer for only $24.80 per share in cash. It is not for $27.34 per share as Diana misleadingly suggests.
- An indicative non-binding proposal made to the Genco Board of Directors to acquire Genco for consideration consisting of $24.80 in cash and one share of Diana stock.
If you tender your shares into the tender offer, you would only receive $24.80 per share in cash, assuming the many conditions are met. Even though Diana has been promising to file an amended tender offer statement on Schedule TO and a registration statement on Form F-4 since June 17, Diana has NOT updated its tender offer materials to align the tender offer’s terms with the terms of its indicative, non-binding proposal to the Genco Board.
Genco’s Board previously reviewed and unanimously rejected the $24.80 tender offer, determining that it continued to meaningfully undervalue the Company and its assets, remained well below Genco’s net asset value (NAV) and did not include any control premium.
In accordance with its fiduciary duties, Genco’s Board is taking the time it needs to fully and carefully review Diana’s separate, indicative, non-binding proposal. The Board is reviewing this separate proposal in light of Genco’s continued strong performance and current and anticipated market conditions, among other considerations.
The Board is committed to maximizing shareholder value and will continue taking actions that it believes are in the best interests of all Genco shareholders.
Jefferies LLC is acting as financial advisor to Genco and Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel to Genco. Morgan Stanley & Co. LLC is acting as special advisor to the Board of Directors.