Diana urges Genco shareholders to tender their shares

Diana Shipping Inc. (NYSE: DSX) (“Diana” or “the Company”), a global shipping company specializing in the ownership and bareboat charter-in of dry bulk vessels that owns approximately 14.8% of the outstanding shares of common stock of Genco Shipping & Trading Limited (NYSE: GNK) (“Genco”), has announced this week that it has commenced a tender offer (the “Offer”) through its wholly-owned subsidiary, 4 Dragon Merger Sub Inc. (the “Purchaser”), to purchase all outstanding shares of Genco common stock at $23.50 per share in cash. The Offer is scheduled to expire at 5:00 p.m., New York City time, on June 2, 2026, unless extended.

 

The Offer is being made directly to Genco shareholders after the Genco Board of Directors’ (the “Genco Board”) five-month refusal to engage on Diana’s fully financed, all-cash proposals to acquire Genco. Diana submitted its initial proposal of $20.60 per share on November 24, 2025, and increased it to $23.50 per share on March 6, 2026. The Genco Board rejected both proposals without any engagement — a pattern of entrenchment designed to protect the Board and management’s roles and pay packages at the expense of shareholders.

 

The Offer is not subject to any financing condition. Diana has obtained $1.433 billion in fully committed financing arranged by DNB Carnegie and Nordea, with participation from DNB, Nordea, BNP Paribas, Standard Chartered, Deutsche Bank and Danske Bank. Diana has also entered into a definitive agreement with Star Bulk Carriers Corp. (Nasdaq: SBLK) to sell 16 of Genco’s vessels for $470.5 million in cash upon completion of the acquisition.

 

“We have spent five months seeking to engage with the Genco Board on a transaction that would deliver certain, premium value to Genco shareholders at cyclically high asset values. The Genco Board has refused every attempt — not a single meeting, not a single phone call — and has not responded to the merger agreement we delivered.

 

We are now taking our offer directly to the people it is designed to benefit: Genco shareholders. The Offer is fully financed, there is no execution risk, and there is no financing condition. We urge Genco shareholders to tender their shares and take an important step toward realizing the value they deserve.”

 

Genco shareholders should consider the following before the Genco Board denies them the opportunity to decide for themselves:

 

Separately, Diana has nominated six highly qualified independent director nominees — Gustave Brun-Lie, Paul Cornell, Chao Sih Hing Francois, Jens Ismar, Viktoria Poziopoulou and Quentin Soanes — for election to the Genco Board at the 2026 Annual Meeting of Shareholders. These candidates share a commitment to ensuring the Genco Board fulfills its fiduciary obligation to evaluate all value-maximizing alternatives. Unfortunately, Genco has yet to announce the date of the meeting and its record date despite having reserved three separate record dates. Diana believes this delay is a deliberate attempt by the Genco Board to deny shareholders a voice in the future of their company.

 

The Offer is conditioned upon, among other things: (i) Genco entering into a definitive merger agreement with Diana substantially in the form of the merger agreement included with the Offer documents; (ii) Genco shareholders validly tendering a majority of Genco’s outstanding shares on a fully diluted basis; (iii) the termination or inapplicability of Genco’s shareholder rights plan; (iv) the Genco Board’s approval of the transaction under certain affiliate transaction provisions in Genco’s charter and (v) other customary conditions. Satisfaction of the merger agreement condition, the shareholder rights plan condition and the affiliate transaction condition is solely within the control of Genco and the members of the Genco Board.

 

If the Offer is successfully completed, Diana intends to consummate a second-step merger as promptly as practicable, in which any remaining Genco shareholders who did not tender their shares in the Offer would receive the same $23.50 per share in cash that was paid in the Offer. As a result, if the Offer is completed and the second-step merger is consummated, all Genco shareholders — whether or not they tender their shares — would receive $23.50 per share in cash.

 

Importantly, shareholders who tender in the Offer may receive their cash sooner than those whose shares are acquired in the second-step merger.

 

The Offer to Purchase and related Letter of Transmittal are being mailed to Genco shareholders and will be filed with the U.S. Securities and Exchange Commission. Copies of these materials will be available at no charge on the SEC’s website.

  

Diana Shipping Inc. (NYSE: DSX) is a global provider of shipping transportation services through its ownership and bareboat charter-in of dry bulk vessels. The Company’s vessels are employed primarily on short to medium-term time charters and transport a range of dry bulk cargoes, including such commodities as iron ore, coal, grain and other materials along worldwide shipping routes.