Offer of
Genco Board Has Refused to Engage with Diana for Five Months While Pursuing a Strategy of Entrenchment
Diana’s Six Highly Qualified, Independent Director Nominees Are Committed to Ensuring the Board Explores All Opportunities to
Diana Urges Genco Shareholders to Vote the GOLD Universal Proxy Card “FOR” Diana's Six Independent Director Nominees at the 2026 Annual Meeting
The presentation is available at https://www.cashforgenco.com/materials#Presentation.
Highlights of the presentation include:
How We Got Here
Since
- In
March 2026 , Diana increased its offer to$23.50 per share, backed by$1.433 billion in fully committed financing and supported by a definitive agreement withStar Bulk Carriers Corp. (Nasdaq: SBLK) to acquire 16 Genco vessels for$470.5 million in cash. The Genco Board again rejected the offer without engagement. - In
May 2026 , Diana commenced a tender offer at$23.50 per share in cash, giving shareholders a direct opportunity to act on the offer for themselves and demonstrating a firm commitment to its$23.50 per share offer price. - Based on the Genco Board’s total lack of engagement, Diana nominated six highly qualified, independent director candidates, none affiliated with Diana, for election at Genco’s 2026 Annual Meeting of Shareholders on
June 18, 2026 .
Diana’s Offer Delivers Premium Value in Cash
- Diana’s
$23.50 per share cash offer represents a 31% premium to the undisturbed share price and approximately 1.0x net asset value (NAV) — the key valuation metric in the dry bulk sector — based on Genco’s own reported fleet values. Precedent shipping and dry bulk acquisitions have routinely been priced at meaningful discounts to NAV. - Genco and its peers have traded at approximately a 30% discount to NAV since 2020. Genco only began trading at a premium to its peers when Diana began acquiring shares and made its offer. The current artificially inflated share price reflects Diana-created value rather than organic Genco outperformance. In fact, Genco’s dry bulk peers continue to trade at approximately a 25% discount to NAV, highlighting the considerable downside risk to Genco shareholders in a no-transaction scenario in which Genco shares could trade to the area of
$17.50 per share. Further, shipping and dry bulk transactions over the past five years have on average been priced at a discount of approximately 20% to NAV while Diana is offering to pay approximately NAV at a time when Genco is benefitting from dry bulk industry-wide tailwinds. - Genco has on average paid
$1.27 per share in dividends over the last five years. It is unlikely that, with its aging fleet, Genco will be able to continue paying dividends at this level, but even if it were able to, it would take 18.6 years for Genco shareholders to receive dividends equivalent to the$23.50 per share Diana is offering today.
The Offer Has No Financing Risk and No Execution Risk
- Diana’s cash offer is supported by
$1.433 billion in fully committed financing from six international banks, and is not subject to any financing conditions or approval of Diana shareholders. - The committed financing is fully underwritten and not conditioned on completion of the Star Bulk transaction.
The Genco Board Has Chosen Entrenchment Over Engagement
- Not once in six months has Genco management, its Board, or its advisors requested a meeting, sought clarifications, or initiated any substantive conversation regarding Diana’s proposals.
- The Genco Board unilaterally adopted a poison pill and amended it without shareholder approval, including an illusory “qualifying offer” provision requiring 12 separate conditions to be satisfied and “daisy chain” ownership concepts.
- Genco adopted a so-called “Employee Retention Plan” that is, in fact, a change-in-control severance plan providing for approximately
$27.96 million in value to four named executives (and undisclosed total costs to shareholders), with the plan designed to impose such costs if Diana’s nominees are elected, if Genco is acquired, or if Genco’s CEO loses the title of Chairman of the Board bestowed upon him inAugust 2025 . - Genco management compensation increased nearly 80% from 2021 to 2025, a period during which net income declined from
$182 million to a net loss of$4.4 million .
Diana’s Six Independent, Highly Qualified Director Nominees
Gustave Brun-Lie — Nearly 40 years of shipping experience; former CEO of Statt Torsk AS; board member at Wilhelmsen Ship Management, R S Platou, and Torvik’s Rederi.Chao Sih Hing Francois (Hing Chao ) — Executive Chairman ofWah Kwong Maritime Transport ; Co-founder and Chairman of the Hong Kong Chamber of Shipping.Paul Cornell — More than 35 years in the energy industry; former CFO and Managing Director ofQuintana Capital Group ; board experience includingExcel Maritime Carriers .Jens Ismar — Former CEO of Western Bulk (11 years); former Executive Director and consultant forExmar Shipping NV ; director of Awilco LNG sinceMay 2025 .- Viktoria Poziopoulou — Approximately 35 years of legal experience in shipping; former General Counsel of
Pavimar S.A. andExcel Maritime Carriers Ltd. Quentin Soanes — Executive Chairman ofSterling Shipping Services Ltd. ; former Chairman of the Baltic Exchange; former Executive Director of Braemar Shipping Services PLC.
VOTE THE GOLD PROXY CARD TODAY — “FOR” DIANA’S SIX INDEPENDENT NOMINEES
Diana urges all Genco shareholders to vote the GOLD universal proxy card “FOR” each of its six independent nominees and WITHHOLD on Genco's nominees. Diana also urges shareholders to tender their shares pursuant to Diana's tender offer at
Shareholders who have already voted the WHITE card can change their vote by signing, dating and returning the enclosed GOLD universal proxy card. Only the latest-dated proxy will count. Please act as soon as possible — the tender offer expires at
For assistance voting or tendering shares, contact Diana’s proxy solicitor and information agent,
About
About
Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this press release and other statements made by the Company may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include, but are not limited to, statements regarding the intent, beliefs, expectations, objectives, goals, future events, performance or strategies and other statements of the Company and its management team, which are other than statements of historical facts.
The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. These forward-looking statements relate to, among other things, the Company’s proposal to acquire Genco and the anticipated benefits of such a transaction, and the Company’s ability to finance such transaction. Forward-looking statements can be identified by words such as “believe,” “will,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements.
The forward-looking statements in this press release are based on current expectations, assumptions, and estimates, and are subject to numerous risks and uncertainties. These include, without limitation, risks relating to: (i) the possibility that the proposed transaction may not proceed; (ii) the ability to obtain regulatory or shareholder approvals, if required; (iii) 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; (iv) failure to realize anticipated benefits of the transaction; (v) changes in the financial or operating performance of the Company or Genco; (vi) the possibility that shareholders of Genco will not elect to tender their shares of common stock of Genco in connection with the tender offer or that the conditions to consummation of the tender offer are not satisfied; and (vii) general economic, market, and industry conditions. These and other risks are described in documents filed by the Company with, or furnished by the Company to, the U.S. Securities and Exchange Commission (“SEC”), including its Annual Report on Form 20-F for the fiscal year ended
Important Additional Information and Where to Find It
Diana and certain other Participants (as defined below) have filed a definitive proxy statement and accompanying GOLD universal proxy card with the
Shareholders of Genco are strongly advised to read the Participants’ proxy statement and other proxy materials as they become available because they will contain important information. The Participants’ definitive proxy statement and other proxy materials are also available at no charge on the SEC’s website at www.sec.gov.
Questions and requests for assistance regarding the tender offer or the proxy solicitation may be directed to
The definitive proxy statement and other relevant documents filed by Genco with the
Certain Information Regarding Participants in the Solicitation
The participants in the proxy solicitation (the “Participants”) are Diana; Semiramis Paliou, Director and Chief Executive Officer of Diana;
As of the date hereof, Diana is the beneficial owner of 6,264,548 shares of Genco common stock, representing approximately 14.4% of the outstanding shares of common stock of Genco. As of the date hereof, none of Semiramis Paliou,
Information Regarding the Offer
On
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
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 at www.sec.gov.
Questions and requests for assistance regarding the Offer may be directed to
Corporate Contact:
Margarita Veniou
Chief Corporate Development, Governance &
Communications Officer and Board Secretary
Telephone: + 30-210-9470-100
Email: mveniou@dianashippinginc.com
Website: www.dianashippinginc.com
X: @Dianaship
Investor Relations Contact:
Capital
Tel.: (212) 661-7566
Email: diana@capitallink.com
(212) 297-0720
info@okapipartners.com
Media Contact:
Tel: (212) 257-4170
DianaShipping@gasthalter.com
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