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The battle for control of Genco Shipping & Trading continues with last-minute steps ahead of tomorrow's scheduled annual shareholder meeting. Diana Shipping raised its offer one day before the meeting and immediately called for postponing the shareholder meeting to provide time for the review of the offer and to start a dialogue.
Genco's board quickly responded, saying it would "carefully review the revised proposal from Diana," but that it would proceed with tomorrow's shareholder meeting. It emphasized that the meeting is not a vote on the takeover proposal, but instead decides through the board election who leads the company.
"It was Diana's decision to announce its revised offer only 24 hours prior to the long-scheduled annual meeting. Postponing the annual meeting would create undue burden on Genco shareholders," the company said in its statement.
Hours earlier, Genco had urged shareholders to vote today ahead of the 11:59 pm deadline. The board repeated its position that Diana's $24.80 tender offer "significantly undervalues Genco and its assets." The company has repeatedly cited Net Asset Value while also saying shareholders were entitled to a "control premium."
Without saying it was in direct response to the assertion for a premium, which Diana has said in the past was not typical in the sector, the company increased its offer for the fourth time by adding one share of Diana in addition to the cash offer of $24.80 per share. Based on the current share value of Diana at $2.54, it said the indicative value of the offer is $27.34 per share.
In a letter to the board of Genco, Semiramis Palio, CEO of Daina, calls the new offer "a meaningful premium" while saying it retains the immediate certain cash value and now offers shareholders an opportunity to participate in the combined company. By Diana's calculation, it is a six percent premium to NAV provided by VesselsValue. In the past, Diana has accused Genco's board of moving the goal on the NAV value of the company.
The cash and stock offer is a 53 percent premium to the share price last November before Diana went public with its offer to merge the two companies. Diana has asserted that Genco's board has been unwilling to engage in negotiations.
Diana had earlier focused its proxy fight on two candidates for the board of Genco after failing to win support for its proposed slate of directors for Genco's board. The three leading proxy firms, ISS, Glass Lewis, and Egan-Jones, each recommended voting for Genco's board and not Diana's slate. However, Genco's poison pill was called aggressive, and the company responded by saying it would let shareholders have more say by voting next year on the change in control provisions.
Diana had started its pursuit in July 2025 with a series of open market transactions to buy shares of Genco, and by September, had accumulated more than 6.4 million shares, making it the largest shareholder with more than 14 percent of the outstanding shares. Genco points out that Diana in May sold shares – about 2.3 percent of its position. It still owns more than 6.2 million shares, but has said that if it fails in tomorrow's shareholder vote, it would have to reconsider its actions.
They continue to promote that the combination would create one of the largest drybulk operators in the world.
Fuente: Maritime Executive
