Diana Withdraws Offer for Genco as Sides Disagree on Valuation
Diana Shipping withdrew its tender offer to acquire the shares of Genco Shipping & Trading while saying it was “not going away” and would continue to pressure the board and management to meet their obligations to the shareholders. After nine months of back and forth, the two sides still could not agree on a valuation for a merger while mutually agreeing that the dry bulk sector is in a strong upcycle.
“Genco’s demands are completely disconnected from the reality of what a credible buyer could reasonably be expected to pay,” Diana wrote in its statement. It asserted in a letter sent on August 14 that Genco’s board provided its first substantive response, providing what it called an “outrageous demand” and using “self-serving and misleading NAV figures.”
In the letter, Genco’s board asserted that the NAV requires a cash offer of $27.50 per share, versus Diana’s cash offer of $24.80, while highlighting that the value of its fleet continues to rise. They arrived at the figure by saying shareholders should receive no less than the liquidation value. In addition, it added $2.00 for this year’s projected dividends, and three shares of Diana’s stock as a “control premium to NAV.” Genco wrote that “a single Diana share does not provide compelling value for shareholders.”
Diana said that Genco’s terms imply a total consideration of $36.91 per share, something Genco disputed in its response. Genco asserted that the combination would result in “significant shareholder dilution” for the valuation of Diana’s shares. It asserted that Diana was “grossly inflating the value” of its total proposal.
Diana had begun buying shares of Genco in open market transactions approximately a year ago and by the fall of 2025 was the largest shareholder of Genco with a total position just below the level to trigger a “poison pill.” Diana went public with its offer to acquire Genco in November 2025 and subsequently raised the offer three times. It also proposed alternate directors for the board, which were voted down by shareholders at the annual meeting, and started a tender offer.
Genco continuously rejected the offers, saying they did not reflect NAV value and provide a control premium. In its response to the withdrawal of the tender, it continued to assert that Diana “had waged a campaign to take over Genco at a discount.” The board asserted that Diana had “disseminated misleading information,” and that it was trying to take over the company without “paying full and fair value.”
Genco said that when it had attempted to negotiate improvements, Diana instead withdrew without counterproposals.
The one thing the two sides agreed on is that the dry bulk sector is in a major upswing. Diana declares that it continues to have “significant conviction in the strategic value and financial merits of a combination with Genco.” It would create one of the largest dry bulk fleets if combined with approximately 80 vessels. Genco, in its response, highlights its belief that vessel values are continuing to rise. “Given current market dynamics and the continued rise in asset values,” it asked Diana to respond by August 24.
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“We are not going away,” Diana declares in its response. It says it will continue to monitor Genco’s performance closely. It says that, as the largest shareholder, it will continue to hold the board and management accountable.
Genco’s board declares that by following its Comprehensive Value Strategy, the business is “firing on all cylinders.” It asserts that it is delivering superior returns to its shareholders.
