Genco Shipping & Trading Limited, the largest U.S. headquartered drybulk shipowner focused on the global transportation of commodities, today confirmed that its Board of Directors, with the recommendation of a committee of independent directors, unanimously rejected Diana Shipping Inc.’s non-binding indicative proposal to acquire all of the outstanding shares of Genco not already owned by Diana for $20.60 per share in cash, as the proposal materially undervalues Genco.
Genco issued the following statement:
The Genco Board of Directors is dedicated to upholding the highest standards for its fiduciary responsibilities and maximizing value for the Company’s shareholders. In that light, our Board thoroughly reviewed Diana’s proposal with the assistance of external financial and legal advisors and unanimously determined that Diana’s proposal significantly undervalues Genco and is not in the best interest of our shareholders. Diana’s proposal, by its very nature, lacked the value, structure and certainty to warrant further engagement.
Among other considerations, Diana’s indicative proposal failed to reflect:
• The inherent value of Genco’s high-quality and modern fleet, leading commercial operating platform, established technical management business and strong balance sheet;
• The Company’s track record of durable cash flow generation across cycles and execution of a low leverage, high capital return business model; and
• An appropriate premium in exchange for control of Genco, given its superior performance and strong capital returns throughout the cycles.
Diana’s indicative proposal is also well below Genco’s net asset value (NAV) during a period of rising asset values across the industry. Contrary to Diana’s assertions, Diana’s proposed purchase price was significantly below Genco’s 10-year high stock price of $26.93.
In addition, the Board believes there are considerable execution risks posed by the proposed structure, Diana’s balance sheet and high leverage profile and the lack of committed financing. Given the substantial borrowing and leverage required to complete the transaction, our Board sees significant uncertainty in Diana’s proposal or any similar proposal. The Board recognizes that Diana’s highly confident letter falls short of committed financing.
Furthermore, the Board believes that our proven strategy will deliver superior value for our shareholders, particularly in light of a strong drybulk market with positive fundamentals. Through our comprehensive value strategy, Genco is focused on sizeable quarterly dividends, low financial leverage and opportunistic fleet renewal and growth.
As part of its thorough review, our Board determined that the best transaction structure for a combination between Genco and Diana includes Genco acquiring Diana using cash and Genco’s superior equity currency as consideration in a transaction, especially given Genco’s premium valuation and superior total shareholder return versus Diana. Therefore, we did seek to engage with Diana, both directly and through advisors, to explore an alternative transaction under which Genco would acquire Diana.
Our Board believes its proposed transaction structure could create value for Diana and Genco shareholders. Diana investors would obtain immediate and significant certain cash value, as well as the opportunity to participate in the upside potential of a combined company that would be led by Genco’s proven management team and build on Genco’s strong operating platform and low leverage, high capital return business model. In response, Diana refused to engage and instead reiterated its previous offer.
Our Board and leadership team remain confident in the continued execution of our proven strategy and are committed to optimizing the value Genco creates for shareholders.
