The Genco Board of Directors and management team are committed to maximizing value for Genco shareholders. Today, Diana issued a letter as part of its efforts to take control of Genco through an inadequate acquisition proposal and through replacing the entire Genco Board with its handpicked nominees. We encourage shareholders to ignore Diana’s letter and not be distracted by its inflammatory and misleading statements.
Instead, Genco shareholders should keep in mind the following:
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- Genco’s comprehensive value strategy continues to deliver strong operating results and superior shareholder returns. Since
April 2021 , we have distributed$292 million in dividends to shareholders, invested$492 million in high-quality modern vessels and fortified our balance sheet by reducing debt by$250 million prior to the recent redeployment of capital for fleet renewal in Q1 2026. As a result, we have delivered total shareholder returns of 247% over the past five years – more than triple the S&P 500’s TSR of 76% and far exceeding Diana’s TSR of 53% over the same period.1 Looking ahead, we are well positioned to continue expanding our earnings power and dividend capacity in a strengthening drybulk market. - Diana’s proposal substantially undervalues Genco. Simply put, it does not capture the underlying value of Genco, it is well below the mean analyst NAV estimate2 of
$25.00 and it fails to provide an appropriate premium for control of the Company. Accepting an offer at this inadequate price would be giving away the upside of your Genco investment to Diana.
Importantly, our Board has maintained our track record of corporate governance in addressing this matter. To that end, the Board established a special committee comprising independent directors to review the proposal with external advisors to ensure the Board is acting in the best interests of all shareholders. That committee thoroughly reviewed the offer and determined it was inadequate.
- Genco’s comprehensive value strategy continues to deliver strong operating results and superior shareholder returns. Since
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- Diana is seeking to seize control of your Board, and there is no way to predict what they will do if they achieve their goal. The proxy contest is not a vote on whether to approve or reject Diana’s
$23.50 acquisition proposal. Rather, it is a vote on whether to give Diana’s nominees control of the Company. Shareholders are choosing between Genco’s highly qualified Board, which has a proven track record of delivering strong returns and value to shareholders, and Diana’s handpicked slate of directors.
Diana’s letter is intended to tell Genco shareholders “trust us.” There is no basis for doing so. In stark contrast to Genco, Diana has a history of related-party transactions favoring insiders3 and poor total shareholder returns4.
If Diana’s nominees gain control of the Board, they could approve a transaction at a price below the latest proposal, take commercial actions that are unfavorable to Genco’s shareholders' interests or decide to change our low leverage high dividend model, reducing shareholder returns.
- Diana is seeking to seize control of your Board, and there is no way to predict what they will do if they achieve their goal. The proxy contest is not a vote on whether to approve or reject Diana’s
Genco intends to address Diana’s numerous inaccurate statements and provide additional information to shareholders in due course. The Board of Directors recommends that shareholders disregard any proxy materials they may receive from Diana ahead of the Annual Meeting. Shareholders do not need to take any action at this time.
Additional information is available at www.GencoDrivesSuperiorReturns.com.
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1 Represents TSR as of the closing price on
2 Calculated based on NAV estimates published by SEB,
3 Based on Diana’s Form 20-F, filed with the
4 Genco generated total shareholder returns of 247% over the past five years and Diana generated TSR of 53% over the same period. Represents total shareholder returns as of the closing price on
About
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
This release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements use words such as “anticipate,” “budget,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance. These forward-looking statements are based on our management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this release are the following: (i) the Company’s plans and objectives for future operations; (ii) that any transaction based on Diana’s non-binding indicative proposal or otherwise may not be consummated at all; (iii) the ability of Genco and its shareholders to recognize the anticipated benefits of any such transaction; (iv) the exercise of the discretion of our Board regarding the declaration of dividends, including without limitation the amount that our Board determines to set aside for reserves under our dividend policy; and (v) other factors listed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended
Important Additional Information and Where to Find It
The Company intends to file a proxy statement on Schedule 14A, an accompanying WHITE proxy card, and other relevant documents with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies from the Company’s shareholders for the Company’s 2026 Annual Meeting of Shareholders. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD, AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the definitive proxy statement, an accompanying WHITE proxy card, any amendments or supplements to the proxy statement, and other documents that the Company files with the
Certain Information Regarding Participants in the Solicitation
The Company, its independent directors (
Any subsequent updates following the date hereof to the information regarding the identity of potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company’s proxy statement on Schedule 14A and other materials to be filed with the
Investor Contact
Chief Financial Officer
(646) 443-8550
Media Contact
(212) 477-8438
lberman@igbir.com
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