Diana says 28.4% of untendered Genco shares entered $27.34 offer

Genco said Diana’s live tender offer remains only $24.80 a share in cash and urged shareholders not to tender while its board reviews a separate non-binding proposal that includes Diana stock.

Summary

Genco Shipping & Trading said Diana Shipping’s pending tender offer remains $24.80 per share in cash and warned shareholders not to tender, arguing Diana has conflated that live offer with a separate non-binding proposal submitted to Genco’s board on June 17. Genco said the board had already unanimously rejected the $24.80 cash tender offer as materially undervaluing the company and its assets, remaining below net asset value and offering no control premium. It said Diana has yet to amend its tender offer materials or file the promised updated Schedule TO and Form F-4 to reflect the separate proposal, which consists of $24.80 in cash plus one Diana share and which Diana previously said had an implied value of $27.34 based on a $2.54 value for its stock. Genco said its board is continuing to review that separate indicative proposal in light of the company’s performance and market conditions. The response follows Diana’s statement that 10,583,484 Genco shares, equal to 28.4% of the outstanding shares not already owned by Diana, had been tendered by June 26 ahead of the July 10 deadline for the offer Diana describes as worth $27.34 per share.

Terms & Concepts
  • tender offer: An offer to buy shares directly from shareholders, usually at a stated price and subject to conditions.
  • net asset value: The estimated value of a company’s assets minus liabilities, often expressed on a per-share basis.
  • control premium: An extra amount a buyer may pay above market or asset value to gain control of a company.