New York-listed dry bulk owner Genco Shipping & Trading has stepped up its defence against rival Diana Shipping, urging shareholders to back its existing board as the takeover battle between the two US-listed companies intensifies ahead of next month’s annual meeting.

Genco has filed definitive proxy materials with the US Securities and Exchange Commission tied to its June 18 annual meeting and launched a broad attack on Diana’s campaign to gain control through a hostile tender offer and a full board challenge.

The John Wobensmith-led company said shareholders should vote in favour of the re-election of its six directors and withhold support for Diana’s nominees, warning again that the rival owner is attempting to take control of the company “on the cheap”.

The latest escalation follows Diana’s move earlier this week to formally launch a hostile tender offer after several takeover proposals were rejected by Genco’s board.

In a lengthy letter sent to investors, Genco framed the battle as a fight to protect its low-leverage, high-dividend strategy, which the company said has delivered strong shareholder returns over the past five years.

The company pointed to 27 consecutive quarterly dividends, total shareholder returns of 197% since launching its “comprehensive value strategy”, and a projected full-year 2026 dividend payout of about $2.50 per share based on current freight market assumptions.

Genco also highlighted a sharp improvement in earnings and rates this year, with first-quarter adjusted EBITDA rising to $36.2m and fleetwide time charter equivalent earnings averaging $19,346 per day. The owner said second-quarter TCE earnings are currently tracking at roughly $23,900 per day, up 76% year-on-year.

At the centre of the dispute is Diana’s latest $23.50-per-share proposal, which Genco argues undervalues the company and fails to reflect strengthening dry bulk markets and rising vessel values.

According to Genco, the offer represented only a 1% premium to its share price immediately before the proposal was made and remained below analyst estimates for the company’s net asset value.

The company also criticised plans tied to Diana’s proposal that would involve the sale of 16 Genco vessels to Star Bulk Carriers at what it described as discounted valuations.

Genco’s board said it remained open to discussions on any proposal that appropriately values the business but accused Diana of pursuing control without offering shareholders a proper premium.

The company also used the proxy filing to attack Diana’s corporate governance record, pointing to related-party dealings, insider control and years of underperformance compared with peers.

Genco claimed Diana paid around $35m to related-party entities over the past five years and criticised the company’s commercial strategy and capital allocation decisions.

The New York-listed owner further warned shareholders that replacing the entire board with Diana-backed nominees could threaten its dividend model and potentially open the door to related-party transactions and strategic decisions that may not benefit minority investors.

Diana, led by chief executive Semiramis Paliou, has steadily built a significant stake in Genco while increasing pressure on the board through acquisition proposals, a tender offer and a proxy contest. The company’s cash bid for Genco is set to run until early June, unless extended.