Genco Shipping & Trading Limited has rejected a cash tender offer from Diana Shipping Inc. valued at $24.80 per share, stating the price significantly undervalues the company and its assets. The Board of Directors determined the offer remains well below Genco's net asset value (NAV) and does not include any control premium. Genco cautioned its shareholders not to tender their shares into the current offer, emphasizing that the $24.80 per share cash price is the only amount available through the tender process.

Diana Shipping Inc. has taken two separate actions regarding Genco. The first is the cash tender offer for $24.80 per share. The second is an indicative, non-binding proposal to acquire Genco for consideration consisting of $24.80 in cash and one share of Diana stock. Genco noted that Diana has not updated its tender offer materials to align with the terms of this separate proposal despite promises to file an amended tender offer statement on Schedule TO and a registration statement on Form F-4 since June 17.

Genco's Board is reviewing the separate, indicative, non-binding proposal in accordance with its fiduciary duties. The review considers Genco's continued strong performance and current and anticipated market conditions. The Board remains committed to maximizing shareholder value and taking actions it believes are in the best interests of all Genco shareholders.

Jefferies LLC is acting as financial advisor to Genco. Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel. Morgan Stanley & Co. LLC is acting as special advisor to the Board of Directors.

Key Details of Diana's Actions

Genco Shipping & Trading Limited is a U.S. based drybulk ship owning company focused on the seaborne transportation of commodities globally. Its fleet consists of 43 vessels with an average age of 12.6 years and an aggregate capacity of approximately 4,935,000 dwt.

Genco Shipping & Trading Limited has formally rejected Diana Shipping Inc.’s unsolicited tender offer to acquire all outstanding common shares for $24.80 per share in cash. The Board of Directors determined that the offer significantly undervalues the company and its assets, failing to reflect Genco’s net asset value (NAV) or provide a control premium. This decision follows the extension of the tender offer by Diana Shipping, which Genco characterized as inadequate and confusing.

The Board noted that the $24.80 cash offer is lower than a subsequent non-binding indicative proposal from Diana Shipping announced on June 17, 2026. That proposal included $24.80 per share in cash plus one share of Diana Shipping. Genco cautioned shareholders not to be misled by the distinction between the cash tender offer and the mixed cash-and-stock proposal.

Shareholders at Genco’s 2026 Annual Meeting of Shareholders supported the Board’s position by re-electing all six director nominees. The company continues to recommend that shareholders not tender their shares into the $24.80 offer. Genco is reviewing the non-binding proposal from June 17, 2026, with its financial and legal advisors but stated it will not amend its Schedule 14D-9 filing until Diana Shipping files an amended tender offer statement for a higher price.

Genco highlighted its Comprehensive Value Strategy, pointing to projected dividend growth as evidence of shareholder value creation. Based on firm fixtures and the current forward freight agreement (FFA) curve, the company expects a Q2 dividend of $0.70 per share. For the full year 2026, the dividend formula projects a total dividend of $2.50 per share.

Jefferies LLC is acting as financial advisor to Genco, while Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel. Morgan Stanley & Co. LLC is acting as special advisor to the Board of Directors.