Diana Shipping Wages Proxy War for Genco in High-Stakes Boardroom Battle

ATHENS, Greece – June 02, 2026 – A contentious takeover battle in the dry bulk shipping sector has escalated into a full-blown proxy war, as Diana Shipping Inc. publicly condemned the board of Genco Shipping & Trading for rejecting its latest all-cash offer and launched a campaign to replace its entire slate of directors. The move signals a dramatic shift in strategy, turning a financial negotiation into a direct appeal to shareholders to seize control of Genco’s future.

Diana, which is already Genco’s largest shareholder with a 14.4% stake, announced that Genco’s board had rejected its third and most compelling offer of $24.80 per share. In a sharply worded statement, Diana accused the Genco board of refusing to engage in meaningful negotiations for over six months, effectively stonewalling any path to a deal. The company is now urging Genco shareholders to vote for its six independent director nominees at the upcoming June 18 Annual Meeting, a move designed to force a change in governance and bring a board to the table that will consider a sale.

“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,” commented Semiramis Paliou, Diana's Chief Executive Officer. “It is now completely apparent this will not change, and the potential to realize shareholder value will remain at risk.”

The Battle Over Value

At the heart of this corporate clash is a fundamental disagreement over Genco's valuation. Diana’s $24.80 per share offer represents a significant 39% premium over Genco’s undisturbed share price from November 2025, before Diana began its acquisition push. Diana argues this price reflects approximately 100% of Genco's Net Asset Value (NAV), a key industry metric calculated from the market value of a company’s fleet minus its liabilities.

However, Genco’s board has unanimously rejected the offer, stating it “meaningfully undervalues” the company. Supported by inadequacy opinions from its financial advisors, Jefferies and Morgan Stanley, Genco points to mean analyst NAV estimates of $26.66 per share and argues that any fair offer must also include a “control premium” to compensate shareholders for ceding control of the company.

This valuation dispute has become a signal of deeper strategic conflict. Diana has publicly accused Genco of manipulating its valuation metrics to justify its rejection. “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?” Ms. Paliou questioned. Diana contends that this shift conveniently inflated Genco’s NAV, creating a justification for spurning an offer that would have been compelling under Genco's own historical metrics. Diana further notes that shipping take-private transactions have, on average, been completed at a discount to NAV, not the premium Genco is demanding.

In its defense, Genco has fired back, portraying Diana's bid as an opportunistic attempt to acquire the company without paying fair value. Genco has also highlighted the cost of this battle to its own investors, with Diana pointing out that Genco has spent over $15 million in shareholder funds on financial advisors and other expenses to fend off the takeover attempts.

Market Tides and Strategic Maneuvers

The timing of this hostile bid is no coincidence. The dry bulk shipping market is experiencing a period of strengthening fundamentals and rising asset values, providing a favorable backdrop for both companies. Genco leverages this market strength to argue for a higher valuation and touts its “Comprehensive Value Strategy,” which it claims has delivered a 210% shareholder return since 2021. For Genco’s board, waiting for the market cycle to further appreciate its fleet value is a core part of its defense.

Conversely, Diana sees an opportunity for consolidation and is acting decisively. A crucial, and controversial, component of Diana’s plan has come to light: a contingent agreement to sell sixteen of Genco’s vessels to a competitor, Star Bulk Carriers Corp., for $470.5 million upon a successful takeover. Genco has seized on this, labeling it a “fire sale” at a price below fair market valuation, suggesting Diana’s plan involves dismantling the company for its own benefit rather than maximizing value for all Genco shareholders.

This strategic maneuvering reveals the underlying forces at play. For Diana, the acquisition is a path to scale and strategic repositioning. For Genco, it is an existential threat to its independent strategy, which it argues is already delivering superior returns.

Shareholders at the Helm

With negotiations at a standstill, the fate of Genco now rests squarely in the hands of its shareholders, who face two critical and independent decisions. The first is the proxy vote at the June 18 Annual Meeting. Shareholders must choose between Genco’s incumbent board, voting on the WHITE proxy card, and Diana’s slate of six independent nominees, voting on the GOLD proxy card. Genco champions its current board's track record and top-quartile governance rankings, while Diana promises its nominees will ensure all strategic alternatives are fairly considered.

The second decision is whether to tender their shares into Diana’s $24.80 all-cash offer, which is set to expire on June 26. A successful tender offer is conditioned on, among other things, a majority of shares being tendered and the Genco board dismantling its “poison pill” defense.

Both companies have launched dedicated websites—CashforGenco.com and GencoDrivesSuperiorReturns.com—to plead their cases directly to investors. The coming weeks will test shareholder loyalty and their belief in two competing visions: the immediate certainty of a cash buyout versus the potential long-term upside of Genco’s standalone strategy in a rising market. The votes cast will send the ultimate signal of which direction this dry bulk shipping giant will sail.