Dry Bulk Takeover Battle Heats Up Between Diana and Genco
Two of the leaders in the dry bulk space, Genco Shipping & Trading and Diana Shipping, are trading public jabs in the brewing takeover battle that calls for consolidating the dry bulk sector. Both companies issued public statements six weeks after Diana first went public with its rumored efforts to buy Genco.
Both companies emphasize the opportunities they see emerging in the dry bulk sector. Combined, they would have a fleet of approximately 80 vessels with approximately 9 million dwt. Diana highlights that it currently has approximately 4.1 million dwt with a weighted average age of 12 years for its fleet. It has 36 vessels plus two Kamsarmax methanol dual-fuel vessels on order. Genco currently has a fleet of 45 vessels, with a total capacity of just over 5 million dwt, including a focus on the Capesize and Newcastlemax sectors.
Based on the companies’ statements, the issue is who buys whom. Diana, which already owns 14.8 percent of Genco’s outstanding stock, went public with its non-binding indicative proposal on November 24. It proposed a cash price of $20.60 per share, saying that it represented attractive premiums on a number of measures. It cited the advantages of the combination.
Genco’s board unanimously rejected the offer on January 13, saying its analysis showed that the proposal was not in the best interest of its shareholders. They said Diana’s proposal “lacked value, structure, and certainty.”
As part of its review, Genco said it “determined that the best transaction structure for a combination between Genco and Diana includes Genco acquiring Diana.” It says it sought to engage Diana in discussions to explore an alternative transaction, but that Diana refused to engage and instead reiterated its previous offer.
“Diana believes this ‘proposal’ is merely a tactic that serves no serious purpose other than to dismiss and detract from Diana’s attractive offer,” the company responded. Its board is pushing back on what it characterizes as a “vague and non-actionable suggestion.”
Diana is accusing Genco of not responding and without any meaningful engagement or discussions. It asserts it is offering a “significant premium” and says it is fully backed by committed financing from DNB Bank and Nordea Bank.
Genco says its board and advisers analyzed the offer, looking for an “appropriate premium” while highlighting the offer is below the company’s net asset value and the 10-year high stock price. It asserts it has a proven strategy to deliver value. It claims there is “considerable execution risks posed by the proposed structure,” and asserts the offer lacks committed financing.
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At this stage of the takeover battle, the companies appear to be digging in their positions. Diana reports its board “is considering all options” as it seeks to advance its offering to acquire Genco.