Diana Renews Push for Genco While Permitting Tender Offer to Expire
The ongoing struggle related to Diana Shipping’s proposal for a merger with Genco Shipping & Trading continues with the back and forth between the companies, while Diana has determined not to extend or reinstate its tender offer. Today’s dueling statements came after Genco sounded a slightly more conciliatory tone last week, saying there were discussions about the proposed merger.
Diana reported that it had permitted the tender to expire, although it had received approximately a third of the shares in the tender that it did not hold in Genco. It said that by terminating the tender offer, it was removing a “mechanism that Genco claimed to be a barrier to engaging in substantial negotiations.” Genco reportedly told Diana that while the tender was ongoing, it would, by law, have to announce any discussions.
Genco last week said it was continuing the review of Diana’s latest offer for cash plus one share of stock. At the same time, it said, “our advisors have engaged with Diana’s advisors on multiple occasions to discuss their proposal, including its price, structure, and terms.”
The board, however, continues to cite issues with the offer, including warning of potential “substantial dilution” due to Diana’s plan to issue new shares. It also cited Diana’s agreement to sell 16 vessels from the Genco fleet to Star Bulk at what it calls “below market prices.” Genco reiterated its position that any offer needs to adequately compensate shareholders for the full underlying value and provide an appropriate control premium.
Diana, however, responded strongly, saying Genco’s characterization was false, accusing the board of using stall tactics and making false and misleading statements. It said ending the tender removed an excuse for Genco’s failure to engage substantively.
“There has been no substantive engagement by Genco with Diana in more than five weeks since we made our increased offer,” asserted Diana in its statement. It contends the statements were a “deception” and that there were only two discussions by the two sets of advisors and that they were “limited discussions.” It asserted that Genco shareholders “deserve an accurate account.”
Diana continues to say that its latest offer, which remains on the table, is a 53 percent premium to the share price before it went public with the offer. It also says it is a six percent premium to Genco’s net asset value per share.
Further, Diana contends that valuations peaked in the sector in June and have come off from cyclic high drybulk asset values that were at a 15-year high. Genco’s board denies that the value of its fleet has declined and asserts that it is following a “comprehensive value strategy” for shareholders.
The takeover battle has been going on since Diana first went public with its proposal in November 2025, and since the summer of 2025, when Diana began acquiring Genco’s shares. Diana continues to be Genco’s largest shareholder, sitting just below the 15 percent threshold to trigger the “poison pill” defense for Genco’s shares.
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Diana, however, has been unsuccessful with its efforts to force a deal. It was unable to unseat directors to put its proposed people on Genco’s board. It also did not receive enough shares through the tender offer to proceed with the merger.
