Proposal Substantially Undervalues Genco, Fails to Provide an Appropriate Premium and Presents Execution Risks
"Fire Sale" of 16 Genco Vessels to a Competitor Highlights Diana's Undervalued Proposal
Board Remains Open to Engaging with Diana on an Offer That Recognizes Genco's Full Value for All Shareholders
NEW YORK, March 19, 2026 (GLOBE NEWSWIRE) -- Genco Shipping & Trading Limited $(GNK)$ ("Genco" or the "Company"), the largest U.S. headquartered drybulk shipowner focused on the global transportation of commodities, today announced that its Board of Directors unanimously rejected Diana Shipping Inc.'s revised, non-binding indicative proposal to acquire all of the outstanding shares of Genco not already owned by Diana for $23.50 per share in cash. A special committee of independent directors reviewed the proposal with the assistance of external financial and legal advisors. Based on the recommendation of the special committee, the Board determined that the proposal substantially undervalues Genco, fails to provide an appropriate premium to Genco shareholders and presents execution risks.
Genco issued the following statement:
Our Board reviewed and rejected Diana's revised proposal and determined that it is substantially below Genco's intrinsic value and fails to appropriately compensate Genco shareholders, especially in light of our superior returns, premium earning assets, leading commercial operating platform, spot-focused commercial strategy and sizeable operating leverage in a strengthening drybulk market.
Diana's proposal fails to provide an appropriate premium to NAV. In addition, as a basis for its revised proposal, Diana's letter selectively referenced the lowest published NAV estimate from one analyst rather than Genco's mean analyst NAV estimate of $25(1) . This mean analyst NAV estimate is well above Diana's offer of $23.50 during a period of rising asset values.
Diana's revised proposal continues to present execution risk. Diana announced $1.433 billion of fully committed financing but filed a commitment letter that only specifies $1.102 billion in commitments. Diana's contemplated sale of 16 Genco vessels at "fire sale" prices to a competitor introduces further uncertainty while depriving Genco shareholders of full value.
The Board remains open to engaging with Diana upon receipt of an offer that appropriately reflects Genco's intrinsic value and upside potential in a strengthening market.
Our Board will continue to act in the best interest of all Genco shareholders.
Below is the letter that Genco sent to Semiramis Paliou, Director and Chief Executive Officer of Diana and Ioannis Zafirakis, Director and President of Diana on March 19, 2026:
Diana Shipping Inc.
c/o Diana Shipping Services S.A.
Pendelis 16, 175 64 Palaio Faliro, Athens, Greece
Attention: Ms. Semiramis Paliou and Mr. Ioannis Zafirakis
Re: Revised Non-Binding Indicative Proposal of Diana Shipping Inc. ("Diana")
Dear Semiramis and Ioannis,
The Genco Board of Directors has reviewed and rejected your revised indicative proposal. The Board, on the recommendation of our committee of independent directors and with the assistance of independent external financial and legal advisors, has unanimously determined the proposal of $23.50 is not in the best interests of Genco shareholders. It substantially undervalues Genco and presents execution risks. Indeed, your revised proposal contemplates selling 16 Genco vessels to a competitor at a significant discount, reinforcing that your offer deprives our shareholders of full value.
Substantially Below Genco's Intrinsic Value
Your proposal is substantially below Genco's intrinsic value and fails to provide an appropriate premium to Genco shareholders, especially in light of our superior returns, premium earning assets, leading commercial operating platform, spot-focused commercial strategy and sizeable operating leverage in a strengthening drybulk market. Genco's business has never been stronger. Our low leverage, high capital return business model is delivering strong results for shareholders. Our recently reported Q4 2025 results reflect this strength, where we achieved multi--year highs across EBITDA, TCE and a Q4 dividend of $0.50 per share. We also began the year with significant momentum, and we expect a higher dividend in Q1 2026 on a year-over-year basis.
The premium you refer to in your offer letter as Genco's "undisturbed" share price back in November is not relevant. The increase in our share price since that time instead reflects the success of our value strategy, disciplined capital allocation, excellent operational and financial performance, as well as a strengthening drybulk market. Year to date, we have continued to grow our premium earning asset base and paid our 26(th) consecutive dividend -- the longest uninterrupted period in the drybulk industry. Over the past six years, we have distributed total dividends of $323 million or $7.565 per share to shareholders.
Lacks Appropriate Premium to NAV
Your proposal fails to provide an appropriate premium to NAV. In addition, in your letter, you calculate our NAV selectively relying on the lowest published estimate from Clarkson Securities -- a figure that has since been increased from $24 to $25 and remains well above your revised offer of $23.50. In fact, during a period of rising asset values, the revised proposal is well below Genco's mean analyst NAV estimate of $25.(1)
Moreover, your NAV calculation also inappropriately deducted dividends and did not take into account Q1 2026 cash flows or incremental future cash flows.
Star Bulk Agreement Highlights Your Offer's Lack of Value for Genco
The "fire sale" pricing of 16 Genco vessels in your disclosed agreement with Star Bulk further demonstrates that your offer undervalues Genco.
Under that agreement, the vessels would be sold to Star Bulk at a valuation 14% below the average broker valuation(2) . Highlighting these discounted valuations, you have agreed to sell the Genco Valkyrie, a 2020-built Newcastlemax for $66 million, which is 12% below the average broker valuation(2) of $75 million. In addition, you have agreed to sell the Genco Constantine for $24 million, which is 17% below the average broker valuation(2) of $29 million, and the Genco Enterprise for $19 million, which is 24% below the average broker valuation(2) of $25 million.
Execution Risk
Our Board remains concerned by the execution risk in your revised proposal. While your March 6, 2026 letter and press release refer to $1.433 billion of fully committed financing, your publicly filed commitment letter only specifies commitments that add up to $1.102 billion. A key component of your revised proposal is a discounted sale of Genco's vessels, which introduces uncertainties due to the involvement of a third party competitor.
Genco Board Open to Engaging in Any Transaction that Maximizes Shareholder Value
As we have previously stated, our Board remains open to engaging with respect to any proposal it believes would serve the best interests of all our shareholders. On January 8, we offered to engage with you to explore a potential alternative transaction, whereby Genco would acquire Diana to create value for both Diana and Genco shareholders. Diana did not engage with us on this and instead proceeded with a proxy contest to replace the entire Genco Board.
That notwithstanding, we remain committed to engaging with you in good faith, upon receipt of an offer that appropriately values Genco and reflects our high-quality fleet, superior performance, ability to deliver strong capital returns through the drybulk cycles and upside potential in a rising market.
The Board of Directors will continue to act in the best interests of all Genco shareholders.
Sincerely,
John C. Wobensmith
Chairman of the Board and Chief Executive Officer
Kathleen C. Haines
Lead Independent Director
Jefferies LLC is acting as financial advisor to Genco and Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel to Genco. Morgan Stanley & Co. LLC is acting as special advisor to the Board of Directors.
About Genco Shipping & Trading Limited
Genco Shipping & Trading Limited is a U.S. based drybulk ship owning company focused on the seaborne transportation of commodities globally. We transport key cargoes such as iron ore, coal, grain, steel products, bauxite, cement, nickel ore among other commodities along worldwide shipping routes. Our wholly owned high quality, modern fleet of dry cargo vessels consists of the larger Newcastlemax and Capesize vessels (major bulk) and the medium-sized Ultramax and Supramax vessels (minor bulk), enabling us to carry a wide range of cargoes. Following the expected delivery of one Newcastlemax vessel that we have agreed to acquire, Genco's fleet will consist of 45 vessels with an average age of 12.8 years and an aggregate capacity of approximately 5,044,000 dwt.
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