Diana Shipping Terminates Tender Offer for Genco, Accuses Board of Misleading Investors Over Negotiations

Diana's Acquisition Proposal and Valuation Terms

Diana Shipping's increased acquisition proposal, announced June 17, 2026, values each outstanding share of Genco at $27.34, composed of $24.80 per share in cash and one share of Diana stock valued at $2.54. The disclosure states that this valuation represented a 53% premium to Genco's closing share price on November 21, 2025, the last trading day before Diana's initial acquisition proposal. As of June 16, 2026, the day prior to the public announcement of the increased offer, the proposal represented a 16% premium to Genco's closing price of $23.51.

Diana also notes that its proposal represented a 6% premium to Genco's net asset value per share based on vessel valuations provided by VesselsValue at what the announcement characterizes as cyclically high drybulk asset values at or near 15-year highs. The specific valuation methodology and the precise NAV figure per share were not disclosed in the filing. Diana states that the offer remains on the table and describes it as representing "compelling and certain value" for Genco shareholders.

Timeline of Advisor Engagement and Disputed Claims

According to Diana's statement, there have been only two calls between advisors since Diana's June 17 offer. The first call on July 15, 2026, involved Genco's advisor seeking basic information regarding Diana's offer that Diana characterizes as already publicly disclosed and accessible months earlier. The second call on July 21, 2026, consisted of Genco's advisor stating reasons why they could not provide feedback on Diana's proposal or furnish a counterproposal, citing federal tender offer laws that would require public disclosure of discussions.

Diana's disclosure disputes the characterization made in Genco's July 23 news release, which claimed that Genco's advisors had "engaged with Diana's advisors on multiple occasions in recent weeks to discuss the price, terms and structure of Diana's proposal." Diana argues that Genco issued this statement less than 48 hours after its advisors stated they could not engage substantively without triggering disclosure obligations. The company suggests this sequence reveals what it characterizes as inconsistency and "the level of deception the Genco Board is willing to resort to in order to protect its own position."

Tender Offer Expiration and Share Tendering Results

Diana's tender offer to acquire all outstanding shares of Genco not already owned by Diana expired on July 24, 2026, at 5:00 p.m. New York City time, and Diana announced it has determined not to extend or reinstate the tender offer. At the expiration of the offer, 11,778,419 million shares of Genco common stock, representing 31.6% of the outstanding shares of Genco not owned by Diana, had been tendered and not withdrawn. All shares previously tendered into Diana's tender offer will be returned promptly to tendering shareholders.

The disclosure notes a technical issue that may have affected final tendering numbers. Diana states that shortly before the expiration of the tender offer, it was informed by a depositary agency and Genco's transfer agent that due to a system error, shares previously tendered pursuant to the offer had to be withdrawn and re-tendered under a different CUSIP number. Diana explicitly states that this issue may have impacted the number of shares tendered as of the expiration of the offer, but does not provide specific figures regarding the magnitude of this impact.

Erosion of Genco Fleet Values and Asset Risk

Diana's announcement highlights what it characterizes as material deterioration in the value of Genco's asset base since the peak of the dry bulk market. The disclosure states that since vessel values peaked on June 3, 2026, Genco's fleet value has declined by approximately 3.4%, equivalent to approximately $51 million. Diana attributes this decline to softening conditions in the dry bulk market and uses this development to argue that continued delays in transaction negotiations carry real cost and risk for Genco shareholders.

Diana emphasizes that shareholders remain exposed to further potential net asset value erosion as long as a transaction remains incomplete and uncertain. By highlighting the timing coincidence between the market peak on June 3 and the subsequent asset value decline, Diana's statement suggests that delays in shareholder negotiations may result in further shareholder value loss due to market conditions beyond management control. However, the disclosure does not provide forward-looking projections regarding additional potential NAV deterioration.

Diana's Strategic Decision to Terminate the Tender Offer

Diana's decision to terminate the tender offer and forego extension or reinstatement of the offer represents a deliberate strategic shift by Diana. In its statement, Diana characterizes the tender offer as "the mechanism that Genco has claimed to be a barrier to engaging in substantive negotiations." By removing the tender offer, Diana argues it has eliminated what it describes as the "latest excuse" the Genco Board may use to avoid direct dialogue. Diana states there is now "no longer any possible legal impediment the Genco Board can point to in order to avoid direct, constructive dialogue regarding Diana's offer."

Diana explicitly calls on the Genco Board to provide a substantive response "without further delay" and to engage in good faith negotiations. The disclosure expresses skepticism about whether the Board intends genuine engagement, stating that the "tenor" of Genco's July 23 news release and its "willingness to mischaracterize the nature of the limited discussions that have taken place, leave us and Genco shareholders with little confidence that the Genco Board intends to engage in good faith." Diana states it would "like to believe that Genco will now come to the negotiating table," but the language suggests Diana views this outcome as uncertain.

Diana's Position as Largest Shareholder and Acquisition Strategy

Diana Shipping is identified in the announcement as the largest shareholder of Genco Shipping & Trading Limited. The disclosure does not specify the exact percentage ownership stake that Diana holds in Genco, though the reference to shares "not already owned by Diana" and the tender offer targeting "all outstanding shares of Genco not already owned by Diana" indicates Diana already possesses a material ownership position. This existing shareholder position provides Diana with both leverage in negotiations and a direct financial interest in the outcome of any proposed transaction or continued operation as separate entities.

Diana's acquisition strategy reflects an effort to consolidate ownership and control within the dry bulk shipping sector. The company is described as specializing in the ownership and bareboat charter-in of dry bulk vessels. The announcement does not disclose detailed synergy estimates or rationale beyond the general characterization that the offer represents "compelling and certain value" for Genco shareholders. Diana's messaging emphasizes certainty, premium valuations, and asset preservation rather than operational or financial synergies.

Background on the Companies and Dry Bulk Shipping Sector

Diana Shipping Inc., listed on NYSE under ticker DSX, is characterized in the announcement as a global provider of shipping transportation services through ownership and bareboat charter-in of dry bulk vessels. Diana's vessels are employed primarily on short to medium-term time charters and transport various dry bulk cargoes including iron ore, coal, grain and other materials along worldwide shipping routes. The company maintains executive offices and investor relations representation through Capital Link, Inc., and external communications support from Gasthalter & Co.

Genco Shipping & Trading Limited, listed on NYSE under ticker GNK, is also a global shipping company in the dry bulk sector. The announcement does not provide detailed operational information about Genco, referring instead to "Genco's public filings and disclosures" and noting that Genco's Annual Report on Form 10-K for fiscal year ended December 3 [date incomplete in source document] is filed with the SEC. The reference to Star Bulk Carriers Corp. in the company background section appears unrelated to the primary transaction matter and may reflect related industry participants or entities mentioned in broader transaction discussions.

Risks and Contingencies in Forward-Looking Statements

The announcement includes formal forward-looking statement language noting that matters discussed may constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Diana identifies numerous risks and uncertainties affecting the proposed transaction, including the possibility that the transaction may not proceed, the ability to obtain regulatory or shareholder approvals if required, and the risk that Genco's Board of Directors or management may continue to oppose the proposal or not respond to further attempted engagement by Diana.

Additional risks cited include failure to realize anticipated benefits of the transaction, changes in the financial or operating performance of Diana, Star Bulk or Genco, and general economic, market and industry conditions. Diana's disclosure references its Annual Report on Form 20-F for the fiscal year ended December 31, 2025, and other subsequent documents filed with the SEC, as well as Genco's regulatory filings, as sources containing additional risk descriptions. The announcement explicitly cautions that the forward-looking statements are subject to numerous risks and uncertainties beyond Diana's control and that Diana cannot assure achievement of expectations or projections discussed.

Implications for Genco Shareholders and Market Response

Diana's announcement is addressed directly to Genco shareholders, characterizing them as deserving "an accurate account of how their Board has thus far responded to Diana's June 17 offer." By publicizing the details of advisor interactions and disputing Genco's characterizations, Diana seeks to frame the narrative around Board responsiveness and shareholder value. The disclosure suggests that shareholders may view a 16% premium to recent trading prices and a 6% premium to net asset value as material value creation in an uncertain market.

The immediate share price impact on either Diana or Genco was not disclosed in the filing. Market response to the tender offer termination, the disputed claims regarding Board engagement, and the continued existence of Diana's standing offer may vary depending on broader market conditions in the shipping sector and investor assessments of the transaction probability and terms. Diana's removal of the tender offer mechanism may be interpreted by market participants as either escalating or de-escalating transaction pressure, depending on analysis of the strategic implications.