Diana Vows Proxy Fight After Genco Again Rejects Merger Proposal
The takeover battle designed to consolidate the dry bulk shipping with the merger of Diana Shipping and Genco Shipping & Trading continues as both sides appear entrenched in their position. Genco’s board has twice rejected proposals from Diana, with the battle appearing to be headed to the shareholders after Diana put forward an alternate slate of directors for Genco.
“Rather than constructively engage with Diana regarding our premium proposal, the Genco Board has for the second time dismissed it without seeking any clarification,” wrote Diana in its latest salvo in the takeover fight. The company asserts that combining the two companies is ideal based on the start of a strong cycle in the sector.
Diana had increased its proposed price per share and reported that it had secured financing. It also said that it had an agreement with Star Bulk to sell 16 of Genco’s vessels after completing the combination. For its part, Genco’s board has reputedly said the proposals are “well below Genco’s intrinsic value and NAV and fail to provide a premium for control of Genco.” The board says it unanimously agreed the proposals are not in the best interest of Genco shareholders.
Rumors of a takeover began last year when Diana began buying shares of Genco. It accumulated approximately 14.8 percent and then, in November, went public with its proposals. It increased the offer in March but says Genco has not engaged in discussions.
Further, Daiana asserts that the board “continued to raise unfounded questions about its financing.” Early on, Genco also said that it had a stronger balance sheet and that maybe it should be buying Diana. Now, Diana asserts the board is making comments that are “simply false and appear intended to divert attention.” Genco, in its response this week, called the proposed sale of vessels a “fire sale” and raised doubts about Diana’s reported $1.433 billion fully committed financing.
“Genco’s actions lead us to conclude that this board and management team are more focused on entrenching themselves than maximizing value for their shareholders. We, therefore, have no choice but to proceed with our effort to elect to the Genco board independent directors who will act in the best interest of all shareholders by exploring all meaningful opportunities for value creation,” said Diana.
The Genco board says it “remains open to engaging with Diana upon receipt of an offer that appropriately reflects Genco’s intrinsic value and upside potential.”
Genco Rejects Diana’s Revised Offer Citing Value and “Fire Sale” of Ships
The battle to further consolidate the dry bulk segment continues with Genco Shipping & Trading announcing that its board unanimously rejected the revised, non-binding indicative proposal from Diana Shipping to acquire the company. Two weeks ago, Diana had increased its offer while detailing financial commitments and saying that after closing, it would sell 16 Genco vessels to Star Bulk.
“Our board reviewed and rejected Diana’s revised proposal and determined that it is substantially below Genco’s intrinsic value and fails to appropriately compensate Genco shareholders, especially in light of our superior returns, premium earning assets, leading commercial operating platform, spot-focused commercial strategy, and sizeable operating leverage in a strengthening drybulk market,” it writes in the response.
Diana has cited what it considers to be “an opportune time of the cycle” for the dry bulk sector, saying the combination would use Diana’s operating platform and increase the scale and flexibility of the fleet while enhancing leverage to the market. The combined company could have as many as 80 bulkers, giving it a strong position in the segment.
The original proposal made in November 2025 was at $20.60 per share of Genco and followed Diana’s open market transactions in which it had accumulated approximately 14.8 percent of the shares. It later raised the offer to $23.50 per share, saying that it represented a 31 percent premium on the stock price before the merger was proposed. It said the increased proposal was supported by $1.433 billion of fully committed financing and that it had agreed with Star Bulk to sell 16 of Genco’s vessels after closing for $470.5 million.
Genco responded that the proposal “fails to provide an appropriate premium to NAV,” while asserting Diana was using the lowest analyst NAV projection and not the mean estimate of $251. Further, it asserts there is an execution risk while calling the agreed sale of vessels to Star Bulk “fire sale” prices. It says it also introduces uncertainty and deprives Genco shareholders of full value. It also continues to question the committed financing behind the proposal.
Genco initially said that it had the stronger balance sheet and said that if anything, it should be acquiring Diana. Now it says it remains open to engaging with Diana upon receiving an offer that appropriately reflects its intrinsic value and upside potential.
Diana had presented the increased offer on March 6. As an alternative, it has also presented an alternative slate of directors to Genco’s shareholders for a vote at the upcoming annual meeting.
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