Athens-based Diana Shipping has withdrawn its offer to acquire all outstanding shares of US company Genco Shipping and Trading not already owned by Diana, comprised of US$24.80 in cash (adjusted for Genco’s recently declared dividend of US$0.80 per Genco share) plus one Diana share valued at US$2.54 based on Diana’s 30-day volume-weighted average price as of June 16, 2026.
Diana said it continues to have significant conviction in the strategic and financial merits of a combination with Genco, but is withdrawing its offer because the Genco board, "has adopted a position that Diana believes no credible acquiror could realistically meet and that raises serious and legitimate questions about whether the Genco board’s interests remain aligned with those of Genco’s shareholders."
The Genco board’s demands were first conveyed in a meeting with Genco’s financial advisor on Thursday, August 13, after which they were reviewed by the Diana board of directors. The demands were then reiterated in a letter to Diana dated August 14, 2026.
The demands are for consideration comprised of US$27.50 per share in cash (purportedly to reflect Genco’s NAV), US$2.00 per share in dividends (reflecting payouts for the third and fourth quarters of 2026 based on Genco’s own dividend guidance), and three Diana shares per Genco share.
"Based on Diana’s closing share price on Thursday of US$2.47, these demands imply total consideration of approximately US$36.91 per Genco share, representing a 42 per cent premium to Genco’s August 13, 2026 closing share price and a 57 per cent per share premium to Genco’s closing share price on June 16, 2026, the day prior to Diana’s most recent offer," Diana Shipping added.
"In addition, the three Diana shares Genco demanded would result in Genco shareholders would owning approximately 47 per cent of the combined company — meaning Genco is simultaneously demanding what they believe to be full NAV in cash, US$2.00 per share in future dividends and nearly half the combined entity’s upside."
Diana said Genco shareholders deserve to understand why the Genco board has adopted this position, the financial analysis that supports it, and how management intends to deliver equivalent or superior value if Genco remains independent.
"The answer to those questions may lie in a simple and uncomfortable reality," Diana Shipping remarked. "By going to all lengths to avoid a transaction, management keeps its positions, its compensation, and its control. Shareholders, on the other hand, lose the opportunity to receive a substantial and certain premium at a high point in the shipping cycle. Those interests are completely misaligned, and shareholders should ask the Genco board to explain precisely whose interests it was serving when it effectively rejected a credible, fully financed offer by making price demands that no credible buyer could meet."
Diana said this concern is compounded by the Genco board’s track record of using convoluted valuations to support its own interests. Diana’s proposals have consistently been based on the same VesselsValue broker valuations Genco itself used for more than five years, including to calculate fleet values in its Q4 2025 earnings presentation published in February 2026.
"Concerningly, since Diana made its initial offer, Genco abandoned VesselsValue in favor of sell-side analyst NAV estimates, but Genco’s current demands use asset values from the ship broker arms of Clarksons and Fearnleys to support its purported NAV of US$27.50 per share," said Diana. "This is significantly above the Clarksons equity analyst NAV quote of US$25.40 per share, the Fearnleys equity analyst NAV quote of US$25.00 per share, and Diana’s calculation of approximately US$25.00 per share using asset values from VesselsValue. As such, Genco’s demand represents a premium of at least 46 per cent to those NAV estimates.
"Further, the NAV figures Genco touts fail to account for the cost of selling its fleet and liquidating the company, including brokerage fees and the significant severance expense Genco would incur under its recently adopted 'retention plan', which itself benefits management at shareholders’ expense."
Diana said the Genco Board is using self-serving and misleading NAV figures to, "manufacture a basis for rejection, preserve management’s positions, and further entrench itself rather than maximising value for the shareholders it is supposed to serve."
Also, Genco management spent nearly US$17 million of shareholder dollars in the first half of 2026, "to protect their personal interests," added Diana.
“After nine months, four increasingly compelling proposals, and every effort a committed acquiror could reasonably make to engage constructively, we are deeply disappointed that the Genco board’s first substantive response is an outrageous demand that, taken together, would give Genco shareholders what they believe to be full NAV in cash while also handing them ownership of approximately 47 per cent of the combined company through three Diana shares per Genco share," said Semiramis Paliou, Diana’s Chief Executive Officer.
"It took nine months of considerable, sustained public pressure from Genco’s own shareholders to bring the board to the table, and when that moment finally arrived, the board made it clear that it has no interest in constructive engagement to reach an agreement to deliver premium value to all Genco shareholders. We gave this process every opportunity to succeed, and Genco’s response has left us no choice but to withdraw our proposal at this time."
Paliou added that Diana is left to question who the Genco board is interested in serving.
"We believe shareholders deserve a board that will act in their best interests, but by establishing that there is no reasonable price to acquire Genco, the Genco board has demonstrated that it is fully misaligned with shareholders. The board is only interested in protecting management’s jobs, compensation and power, and has no interest in delivering premium value to shareholders."