Following Nine Months of Avoiding Engagement, Genco Board Demands Consideration Valued at Approximately $36.91 Per Share — a 57% Premium to Genco’s Undisturbed Share Price at the Time of Diana’s Last Offer
Genco’s Demands Are Completely Disconnected from the Reality of What a Credible Buyer Could Reasonably Be Expected to Pay
Shareholders Should Question Whose Interests Their Board Is Actually Serving
By Making Demands That Can’t Possibly Be Met, Shareholders are Effectively Being Prevented from Realizing an Attractive Premium, As Board Makes its Misalignment with Shareholders and Primary Focus on its Personal Interests Crystal Clear
Diana Remains Genco’s Largest Shareholder and Will Continue to Raise These Issues and Hold the Board Accountable for Every Commitment It Has Made.
The Genco Board’s demands were first conveyed in a meeting with Genco’s financial advisor on August 13, 2026, after which they were reviewed by the Diana Board of Directors. The demands were then reiterated in a letter to Diana dated August 14, 2026.
The demands are for consideration comprised of $27.50 per share in cash (purportedly to reflect Genco’s NAV), $2.00 per share in dividends (reflecting payouts for the third and fourth quarters of 2026 based on Genco’s own dividend guidance), and three Diana shares per Genco share. Based on Diana’s closing share price on Thursday, August 13, 2026 of $2.47, these demands imply total consideration of approximately $36.91 per Genco share, representing a 42% premium to Genco’s August 13, 2026 closing share price and a 57% per share premium to Genco’s closing share price on June 16, 2026, the day prior to Diana’s most recent offer.
In addition, the three Diana shares Genco demanded would result in Genco shareholders would owning approximately 47% of the combined company — meaning Genco is simultaneously demanding what they believe to be full NAV in cash, $2.00 per share in future dividends and nearly half the combined entity’s upside.
Genco shareholders deserve to understand why the Genco Board has adopted this position, the financial analysis that supports it, and how management intends to deliver equivalent or superior value if Genco remains independent.
The answer to those questions may lie in a simple and uncomfortable reality. By going to all lengths to avoid a transaction, management keeps its positions, its compensation, and its control. Shareholders, on the other hand, lose the opportunity to receive a substantial and certain premium at a high point in the shipping cycle. Those interests are completely misaligned, and shareholders should ask the Genco Board to explain precisely whose interests it was serving when it effectively rejected a credible, fully financed offer by making price demands that no credible buyer could meet.
This concern is compounded by the Genco Board’s track record of using convoluted valuations to support its own interests. Diana’s proposals have consistently been based on the same VesselsValue broker valuations Genco itself used for more than five years, including to calculate fleet values in its Q4 2025 earnings presentation published in February 2026. Concerningly, since Diana made its initial offer, Genco abandoned VesselsValue in favor of sell-side analyst NAV estimates, but Genco’s current demands use asset values from the ship broker arms of Clarksons and Fearnleys to support its purported NAV of $27.50 per share. This is significantly above the Clarksons equity analyst NAV quote of $25.40 per share, the Fearnleys equity analyst NAV quote of $25.00 per share, and Diana’s calculation of approximately $25.00 per share using asset values from VesselsValue. As such, Genco’s demand represents a premium of at least 46% to those NAV estimates.
Further, the NAV figures Genco touts fail to account for the cost of selling its fleet and liquidating the company, including brokerage fees and the significant severance expense Genco would incur under its recently adopted “retention plan”, which itself benefits management at shareholders’ expense. The Genco Board is using self-serving and misleading NAV figures to manufacture a basis for rejection, preserve management’s positions, and further entrench itself rather than maximizing value for the shareholders it is supposed to serve. Further, Genco management spent nearly $17 million of shareholder dollars in the first half of 2026 to protect their personal interests.
Semiramis Paliou, Diana’s Chief Executive Officer, commented:
“After nine months, four increasingly compelling proposals, and every effort a committed acquiror could reasonably make to engage constructively, we are deeply disappointed that the Genco Board’s first substantive response is an outrageous demand that, taken together, would give Genco shareholders what they believe to be full NAV in cash while also handing them ownership of approximately 47% of the combined company through three Diana shares per Genco share. It took nine months of considerable, sustained public pressure from Genco’s own shareholders to bring the Board to the table, and when that moment finally arrived, the Board made it clear that it has no interest in constructive engagement to reach an agreement to deliver premium value to all Genco shareholders. We gave this process every opportunity to succeed, and Genco’s response has left us no choice but to withdraw our proposal at this time.
“We are left to question who the Genco Board is interested in serving. We believe shareholders deserve a board that will act in their best interests, but by establishing that there is no reasonable price to acquire Genco, the Genco Board has demonstrated that it is fully misaligned with shareholders. The Board is only interested in protecting management’s jobs, compensation and power, and has no interest in delivering premium value to shareholders.
“I want to be clear: we are not going away. Diana remains Genco’s largest shareholder, and we will continue to monitor its performance closely, raise these issues publicly, and hold the Genco Board and management team accountable for every commitment made to shareholders throughout this process, including commitments about standalone value, dividend growth, and a Comprehensive Value Strategy that they strenuously argued is superior to what Diana offered. That case will now be tested in the market. Shareholders have unfortunately lost the opportunity to receive a substantial premium today as a result of the Genco Board’s actions. Their decision will be part of the record against which this Board and management team are judged. Shareholders will have every opportunity to evaluate the outcome for themselves, and so will we.”
The full text of Genco’s letter to Diana is below:
GENCO SHIPPING & TRADING LIMITED
