Genco Shipping & Trading Limited, the largest U.S.-headquartered drybulk shipowner focused on the global transportation of commodities, issued a statement on the expiration of Diana Shipping Inc. (“Diana”)’s tender offer.

Genco said it is executing its Comprehensive Value Strategy and that the strategy is delivering superior returns to shareholders in a strengthening drybulk market. The company said it plans to update the market on its second quarter 2026 results on August 5, 2026.

The company’s board of directors said it remains committed to maximizing value for shareholders. Genco said any offer must adequately compensate shareholders for the full underlying value of its assets, or net asset value (NAV), and include an appropriate control premium to NAV that reflects the value of Genco’s sizeable and industry-leading platform in a rising market.

Genco also rejected Diana’s suggestion that its fleet value has declined. The company said independent third-party broker valuations obtained this month show vessel values are continuing to rise, and said strong fleet-wide cash flow generation is driving appreciation of Genco’s NAV. In a capital-intensive shipping sector, vessel valuations and cash generation are central to how investors and counterparties assess transaction terms, which helps explain why Genco framed its response around NAV rather than only the headline offer price.

The board said it is continuing a thorough review of Diana’s non-binding indicative proposal to acquire all outstanding common shares of Genco not already owned by Diana. The proposal calls for consideration of $24.80 per share in cash and one Diana share.

As part of that review, Genco said its advisors have engaged with Diana’s advisors on multiple occasions to discuss the proposal, including its price, structure and terms. Genco said it will continue to engage in good-faith discussions with Diana to determine whether a transaction that fully and fairly compensates Genco shareholders is achievable.

Genco said Diana continues to ascribe $2.54 per share of value to the stock consideration in its offer. The company also urged shareholders to consider the following points:

• Diana’s closing stock price on June 16, the day before it announced its revised proposal, was $2.30, and its closing stock price on July 24 was $2.25.
• The proposed new share issuance connected to the transaction may result in substantial dilution of Diana’s current outstanding shares, which could lead to a materially lower share price and reduce the consideration received by Genco shareholders.
• Diana’s proposed subsequent sale of 16 Genco vessels to Star Bulk at below-market prices could further negatively affect the value of Diana shares.
• Given the high voting preferred shares held by Diana insiders, the common share consideration offers extremely limited shareholder rights and therefore poses significant risks to Genco shareholders.

Genco said its board will continue taking actions that are in the best interests of all Genco shareholders as it seeks to deliver compelling and growing dividends and strong shareholder returns.

Jefferies LLC is acting as financial advisor to Genco. 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.

Source: Genco Shipping & Trading Limited