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The takeover battle between two of the dry bulk shipping sector's biggest names intensified Tuesday after Diana Shipping publicly blasted Genco Shipping & Trading's board refusing to engage in negotiations and acting to block shareholders from realizing value after rejecting its latest all-cash acquisition offer.
In a sharply worded statement Tuesday, Diana responded to Genco's rejection of its $24.80-per-share all-cash tender offer, calling on shareholders to replace six directors at Genco's June 18 annual meeting and tender their shares directly into Diana's offer.
The latest rejection marks the third time Genco's board has rebuffed Diana's acquisition proposals. Diana, already Genco's largest shareholder, said the response "definitively confirms" that Genco's directors have no intention of pursuing discussions regarding a potential transaction.
"Genco's news release today makes clear — more than ever — that the Genco Board is not going to engage in a constructive dialogue regarding our proposal," Diana Chief Executive Officer Semiramis Paliou said.
"Despite an empty statement that they are willing to engage, their conduct for more than six months demonstrates the exact opposite," Paliou added. "The Genco Board has no intention whatsoever of participating in the type of dialogue that can result in an attractive transaction for their shareholders."
Diana accused Genco of repeatedly rejecting outreach efforts without offering alternatives, saying the board has spent months "rejecting engagement while offering no counterproposal, refusing every conversation, and moving the goalposts on valuation."
A major point of contention remains Genco's valuation methodology.
Diana argued that its two most recent offers reflected nearly 100% of Genco's net asset value based on broker assessments from VesselsValue, the same valuation source Genco regularly cited in investor presentations for more than five years. According to Diana, Genco has recently shifted to higher sell-side analyst estimates to justify rejecting the offer.
"Shareholders should ask themselves a simple question: why has Genco suddenly abandoned VesselsValue — the independent, widely-accepted broker valuation source it relied upon and published in its own investor presentations for more than five years — and replaced it with sell-side analyst estimates it has never before utilized with shareholders?" the company said.
Diana further argued that dry bulk shipping stocks, including Genco, have historically traded at significant discounts to net asset value and that shipping take-private transactions have typically been completed below NAV rather than at premiums.
"Applying a control premium on top of an already inflated NAV estimate is a framework designed to make any offer appear inadequate, not to achieve a fair result for shareholders," Diana said.
The company said it remains willing to negotiate at any time and highlighted that it has submitted three cash offers, delivered a merger agreement that could be executed quickly, and launched a fully financed tender offer directly to shareholders.
"We have made three all-cash offers, delivered a merger agreement that can be signed in a short period of time, and launched a fully financed tender offer directly to shareholders," Paliou said. "Genco has only rejected engagement and left shareholders with a clear choice in connection with the June 18 Annual Meeting: it is time to elect six independent directors who will ensure their board finally engages in the type of good faith process that shareholders deserve."
Diana also took aim at Genco's shareholder rights plan, commonly known as a poison pill, noting that the company recently revised the measure again following investor criticism.
The company further alleged that Genco has spent more than $15 million defending against Diana's campaign, including nearly $2 million on new fairness and inadequacy opinions from Jefferies and Morgan Stanley.
"This waste of shareholder funds is a direct destruction of shareholder value," Diana said.
The increasingly public dispute sets the stage for a pivotal shareholder vote on June 18, when investors will decide whether to support Diana's six independent director nominees. Separately, Diana's tender offer remains open until June 26.
The fight has become one of the shipping sector's most closely watched takeover battles, pitting two major publicly traded dry bulk operators against each other.
Fuente: GCAPTAIN_NEWS
