Genco Shipping & Trading Limited, the largest U.S. headquartered drybulk shipowner focused on the global transportation of commodities, today issued an open letter to Genco shareholders following the announcement by Diana Shipping Inc. that Diana has withdrawn its offer to acquire all outstanding Genco shares not already owned by Diana:
Dear Genco Shareholders:
We are reaching out today to thank you for your continued support during this important and exciting time for Genco. We are executing our Comprehensive Value Strategy, delivering strong results and shareholder returns. Importantly, we are well positioned to continue to deliver compelling results for shareholders in the strengthening drybulk market.
For the last several months, Diana Shipping has waged a campaign to take over Genco at a discount through tactics that included multiple unsolicited public offers, a proxy fight and a hostile and deceptive tender offer. At every step, Diana disseminated misleading information designed to confuse our shareholders and distract you from their simple agenda: take over Genco without paying full and fair value.
Our Board is committed to maximizing shareholder value. To that end, we engaged appropriately with Diana throughout the process. From the outset, we provided a clear framework: any offer to acquire Genco needs to compensate shareholders for our net asset value (NAV) and include an appropriate control premium.
At the annual shareholder meeting on June 18, 2026, Genco shareholders overwhelmingly supported the Board. Since that time, the Board and advisors have continued to thoroughly evaluate the latest Diana proposal, together with various factors that could impact valuation. Our advisors held several meetings with Diana’s advisors to advance discussions.
Recently, on August 13, 2026, Genco’s advisors attempted to negotiate improvements to Diana’s latest proposal to potentially reach a transaction that met the criteria outlined above. We explicitly told Diana that we “stand ready to engage further to explore whether we can find an agreement that meets the requirements outlined above and delivers full and fair value to Genco shareholders.”
It is important that shareholders understand the following:
- We believe Diana has repeatedly overstated the value of the shares proposed to be issued as consideration in the transaction. Based on the framework our advisors conveyed to Diana, and taking into account the significant shareholder dilution that would result, we calculate that Diana shares on a pro forma basis would likely be materially lower than their current market value.
- Based on our pro forma valuation of Diana shares and Diana’s stated intent to deduct Genco’s Q2 2026 dividend of $0.80 per share, the Diana proposal that the Genco Board was considering was believed to be valued at well below Genco’s $27.50 NAV. Dividends declared in later quarters before closing would only further diminish the value of the consideration paid by Diana.
Instead of responding to our private communication or providing a counterproposal, Diana withdrew its offer and issued yet another misleading public press release. In its disclosure, Diana grossly inflated the value of our framework as $36.91 per Genco share.
To set the record straight, our advisors conveyed to Diana a framework for a transaction at $27.50 per share in cash plus three Diana shares. Our framework contemplates:
- Cash at NAV that ensures Genco shareholders are properly compensated for the underlying value of our assets: Both independent third-party broker valuations and the median of five sell-side analyst estimates have Genco’s NAV at approximately $27.50 per share. We believe this is a compelling baseline, given that valuations across the industry are expected to continue rising as the fundamentals of the drybulk market remain positive. Moreover, Diana continued to emphasize that they had committed financing of $1.412 billion. If this was true, they would have sufficient capital to fund the cash portion of the transaction.
- Stock consideration that provides an appropriate premium: We proposed consideration of three Diana shares per Genco share, as an appropriate level. We valued Diana shares under this proposal at approximately $1 per share. A single Diana share does not provide compelling value for Genco shareholders.
Moreover, we believe there is considerable incremental risk to owning Diana shares, given Diana’s super-voting preferred share structure, its majority insider control, its longstanding record of poor governance and related party transactions and its lagging and antiquated commercial strategy – all of which we believe have contributed to Diana’s severely lagging valuation and performance. - Genco shareholders keep their dividends. Diana stated that its offer would be reduced for our quarterly dividends, transferring value away from Genco shareholders. Our position was that Genco shareholders should receive the dividends in respect of earnings during the period of their ownership.
In typical M&A transactions, companies generally continue to pay their normal dividends through closing. Our shareholders should not be penalized because of the transaction and should receive the dividends they otherwise would have.
Given all of this, Diana misleadingly inflated the value of our framework.
We believe Diana’s most recent actions indicate they only wanted to acquire Genco below NAV, which raises serious questions about Diana’s ability to complete a transaction that benefits all Genco shareholders.
The Path Forward: Executing our Comprehensive Value Strategy, Driving Returns and Creating Shareholder Value
Genco is firing on all cylinders. Our Board continues to oversee the execution of our Comprehensive Value Strategy, which is delivering superior returns to shareholders. We recently reported strong second quarter results, including a Comprehensive Value Strategy record $0.80 per share dividend. Since 2021, we have provided shareholders with dividends totaling $8.715 per share, representing 28 consecutive quarterly payments and the longest stretch in our drybulk peer group.
We expect shareholders to continue benefitting from the deliberate steps we’ve taken to grow our premium earning fleet and increase our earnings and dividend power. Looking ahead, we have projected cumulative dividends for Q3 and Q4 of 2026 of more than $2.00 per share.1
We take our role as stewards of Genco shareholders’ investments seriously. We are moving full speed ahead with our Comprehensive Value Strategy to continue driving superior returns and value for shareholders in a strengthening drybulk market.