The dry bulk takeover battle between Diana Shipping and Genco Shipping & Trading has moved into a new phase, with Diana taking its case directly to shareholders after months of stalled talks.
In an open letter, the Greek owner accused Genco’s board of refusing to engage for five months on its fully financed $23.50-per-share cash offer, despite submitting two proposals and a draft merger agreement it said it is ready to sign.
Diana said the bid represents a 31% premium to Genco’s undisturbed share price and sits around net asset value at a time when dry bulk asset prices are near 15-year highs.
Chief executive Semiramis Paliou said the board had “dismissed” the proposal without meaningful dialogue, while raising what Diana described as misleading concerns over financing.
The company pointed to $1.433bn in committed funding from six banks, arguing there is no execution risk and that the offer gives shareholders immediate liquidity at a strong point in the cycle.
The latest move builds on a takeover push first launched last year and intensified this year in March with backing from Greek bulker giant Star Bulk.
Genco has repeatedly rejected the approach, arguing it undervalues the business and fails to reflect its long-term upside.
Responding to Diana’s latest letter, Genco said shareholders should “ignore” what it described as inflammatory and misleading claims, insisting its board and management remain focused on maximising value. The company pointed to a track record of $292m in dividends since 2021, $492m invested in fleet renewal and a $250m reduction in debt, alongside total shareholder returns of 247% over five years.
Genco maintained Diana’s $23.50-per-share offer falls short of the company’s intrinsic value and sits below average analyst NAV estimates, arguing it fails to offer an appropriate control premium. The board also stressed that an independent committee had reviewed the proposal with external advisors and concluded it was inadequate.
Diana has now shifted focus to governance, accusing the Genco board of entrenchment through measures including a poison pill, an undisclosed special committee and changes to executive compensation structures.
The company is pressing ahead with plans to replace the board, nominating six independent directors ahead of the yet-to-be-announced annual meeting.
Genco, in its own communications last month, warned shareholders over Diana’s proxy campaign and maintained it remains open to proposals that properly reflect its value.
With neither side backing down, the fight is now set to be decided by shareholders in what is shaping up as one of the sector’s most closely watched boardroom battles.
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