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Diana ups pressure on Genco with full board challenge

A full-blown boardroom fight is taking shape in the dry bulk sector after Diana Shipping moved to nominate an entirely new slate of directors at Genco Shipping & Trading, escalating a standoff over consolidation and control.

Athens-based Diana, which owns about 14.8% of Genco, said it plans to put forward six director candidates for election at Genco’s 2026 annual meeting. The move follows Genco’s rejection of Diana’s non-binding, all-cash offer to buy the remaining shares it does not already own for $20.60 per share.

The Semiramis Paliou-led company argued that the current Genco board failed to engage meaningfully on the proposal, despite what it describes as an attractive premium offer backed by committed financing from two shipping banks. According to Diana, more than six weeks passed without any discussion on price, structure or alternatives, prompting it to take the fight directly to shareholders.

“We believe strongly in consolidation in the dry bulk sector,” Diana chief executive Paliou (pictured) said, adding that the offer would deliver immediate and certain value. She said the nomination of new directors is aimed at ensuring Genco’s board is willing to properly assess strategic options, including Diana’s bid.

The proposed nominees bring a mix of shipping, finance and governance experience, spanning dry bulk operations, energy, capital markets and maritime regulation. The slate includes former shipping executives, board veterans, a senior maritime lawyer and figures with deep links to classification societies and global shipping bodies.

Genco, however, has pushed back hard. The New York-listed owner said its board had fully reviewed Diana’s proposal with external advisers and concluded it significantly undervalued the company and carried execution risks. On that basis, Genco said further engagement was not justified.

In a sharp counter, Genco revealed it had explored the opposite structure — an acquisition of Diana by Genco — arguing that such a deal would create value for both sets of shareholders using what it called Genco’s “superior equity currency.” Genco said Diana declined to engage on that alternative and instead doubled down on its original bid and proxy challenge.

Genco stressed that its board is largely independent, highly qualified and has delivered strong operating and financial performance, pointing to consistent top-quartile governance rankings. The company said its nominating committee will review Diana’s proposed directors under its standard process and that shareholders are not required to take any action at this stage.

With both sides digging in, the dispute sets the stage for a high-profile proxy contest in the dry bulk market, one that pits competing visions of consolidation against each other — and leaves shareholders to decide which course delivers the best value through the cycle.



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