UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant ¨
Filed by a Party other than the Registrant x
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to § 240.14a-12 |
GENCO SHIPPING & TRADING LIMITED
(Name of Registrant as Specified in its Charter)
DIANA SHIPPING INC.
SEMIRAMIS PALIOU
SIMEON PALIOS
IOANNIS G. ZAFIRAKIS
MARIA DEDE
MARGARITA VENIOU
EVANGELOS SFAKIOTAKIS
MARIA-CHRISTINA TSEMANI
ANASTASIOS MARGARONIS
KYRIACOS RIRIS
APOSTOLOS KONTOYANNIS
ELEFTHERIOS PAPATRIFON
SIMON FRANK PETER MORECROFT
JANE SIH HO CHAO
JENS ISMAR
GUSTAVE BRUN-LIE
QUENTIN SOANES
PAUL CORNELL
CHAO SIH HING FRANCOIS
VICKTORIA POZIOPOULOU
STAR BULK CARRIER CORP.
PETROS PAPPAS
HAMISH NORTON
(Name of Person(s) Filing Proxy Statement, if
Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on the table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Corporate
Contact:
Margarita Veniou
Chief Corporate Development, Governance &
Communications Officer and Board Secretary
Telephone: + 30-210-9470-100
Email: mveniou@dianashippinginc.com
Website: www.dianashippinginc.com
X: @Dianaship
Investor
Relations Contact:
Nicolas Bornozis / Daniela Guerrero
Capital Link, Inc.
230 Park Avenue, Suite 1540
New York, N.Y. 10169
Tel.: (212) 661-7566
Email: diana@capitallink.com
Bruce
Goldfarb / Chuck Garske / Lisa Patel
Okapi Partners
(212) 297-0720
info@okapipartners.com
Media
Contact:
Mark Semer / Grace Cartwright
Gasthalter & Co.
Tel: (212) 257-4170
DianaShipping@gasthalter.com
Brings Offer Directly
to Genco Shareholders After Genco Board's Five-Month Refusal to Engage on Fully Financed, All-Cash Proposals, Denying Shareholders the
Opportunity to Realize Meaningful, Immediate Value
Offer Represents
a Compelling 31% Premium to Genco's Undisturbed Share Price and is Priced at Approximately 1.0x NAV at Cyclically High Asset Values
Diana Urges Genco
Shareholders to Tender Their Shares
ATHENS, Greece, May 04, 2026 (GLOBE NEWSWIRE)
-- Diana Shipping Inc. (NYSE: DSX) (“Diana” or “the Company”), a global shipping company specializing
in the ownership and bareboat charter-in of dry bulk vessels that owns approximately 14.8% of the outstanding shares of common stock of
Genco Shipping & Trading Limited (NYSE: GNK) (“Genco”), today announced that it has commenced a tender offer
(the “Offer”) through its wholly-owned subsidiary, 4 Dragon Merger Sub Inc. (the “Purchaser”), to purchase all
outstanding shares of Genco common stock at $23.50 per share in cash. The Offer is scheduled to expire at 5:00 p.m., New York City time,
on June 2, 2026, unless extended.
The Offer is being made directly to Genco
shareholders after the Genco Board of Directors' (the “Genco Board”) five-month refusal to engage on Diana's fully financed,
all-cash proposals to acquire Genco. Diana submitted its initial proposal of $20.60 per share on November 24, 2025, and increased
it to $23.50 per share on March 6, 2026. The Genco Board rejected both proposals without any engagement — a pattern of entrenchment
designed to protect the Board and management's roles and pay packages at the expense of shareholders.
The Offer is not subject to any financing
condition. Diana has obtained $1.433 billion in fully committed financing arranged by DNB Carnegie and Nordea, with participation from
DNB, Nordea, BNP Paribas, Standard Chartered, Deutsche Bank and Danske Bank. Diana has also entered into a definitive agreement
with Star Bulk Carriers Corp. (Nasdaq: SBLK) to sell 16 of Genco's vessels for $470.5 million in cash upon completion of the
acquisition.
Semiramis Paliou, Diana’s Chief Executive
Officer, commented:
"We have spent five months seeking to
engage with the Genco Board on a transaction that would deliver certain, premium value to Genco shareholders at cyclically high asset
values. The Genco Board has refused every attempt — not a single meeting, not a single phone call — and has not responded
to the merger agreement we delivered. We are now taking our offer directly to the people it is designed to benefit: Genco shareholders.
The Offer is fully financed, there is no execution risk, and there is no financing condition. We urge Genco shareholders to tender their
shares and take an important step toward realizing the value they deserve."
Genco shareholders should consider the following
before the Genco Board denies them the opportunity to decide for themselves:
| · | Price: The all-cash offer of $23.50
per share represents a 31% premium to Genco's undisturbed closing price on November 21, 2025, and approximately 1.0x NAV based on
the fleet values Genco itself reported in its fourth quarter 2025 earnings presentation. Genco's shares have historically traded
at an average 30% discount to NAV since 2020. Diana's offer eliminates that discount permanently, in cash. |
| · | Value vs. Dividends: Even if
Genco continued paying a $0.50 dividend as it did in the first quarter of 2026, it would take shareholders more than 11 years to receive
through dividends what Diana is now offering in cash at closing. At Genco's five-year average distribution of $1.27 per share, the implied
payback period exceeds 18 years — with a fleet carrying an average age of 12.5 years. |
| · | Shareholder Choice: Genco's own poison
pill — adopted without shareholder approval — has been specifically designed to prevent shareholders from tendering their
shares or Diana from acquiring additional shares. By commencing this tender offer, Diana is giving shareholders the direct opportunity
to express their support for this transaction that the Genco Board has sought to deny them. |
| · | Readiness: Diana has included in
its Offer documents a draft merger agreement reflecting the $23.50 per share offer price substantially in a form Diana is prepared to
sign. The Genco Board has not responded since first receiving a version of this document on April 13, 2026. Diana is ready to move
forward expeditiously with this transaction — the only thing standing in the way is a Board that refuses to act in its shareholders'
best interests. |
Separately, Diana has nominated six highly
qualified independent director nominees — Gustave Brun-Lie, Paul Cornell, Chao Sih Hing Francois, Jens Ismar, Viktoria Poziopoulou
and Quentin Soanes — for election to the Genco Board at the 2026 Annual Meeting of Shareholders. These candidates share a commitment
to ensuring the Genco Board fulfills its fiduciary obligation to evaluate all value-maximizing alternatives. Unfortunately, Genco has
yet to announce the date of the meeting and its record date despite having reserved three separate record dates. Diana believes this delay
is a deliberate attempt by the Genco Board to deny shareholders a voice in the future of their company.
Information Regarding the Offer
The Offer is conditioned upon, among other
things: (i) Genco entering into a definitive merger agreement with Diana substantially in the form of the merger agreement included with
the Offer documents; (ii) Genco shareholders validly tendering a majority of Genco's outstanding shares on a fully diluted basis; (iii)
the termination or inapplicability of Genco's shareholder rights plan; (iv) the Genco Board's approval of the transaction under certain
affiliate transaction provisions in Genco’s charter and (v) other customary conditions. Satisfaction of the merger agreement condition,
the shareholder rights plan condition and the affiliate transaction condition is solely within the control of Genco and the members of
the Genco Board.
If the Offer is successfully completed, Diana
intends to consummate a second-step merger as promptly as practicable, in which any remaining Genco shareholders who did not tender their
shares in the Offer would receive the same $23.50 per share in cash that was paid in the Offer. As a result, if the Offer is completed
and the second-step merger is consummated, all Genco shareholders — whether or not they tender their shares — would receive
$23.50 per share in cash. Importantly, shareholders who tender in the Offer may receive their cash sooner than those whose shares are
acquired in the second-step merger.
The
Offer to Purchase and related Letter of Transmittal are being mailed to Genco shareholders and will be filed with the U.S. Securities
and Exchange Commission. Copies of these materials will be available at no charge on the SEC's website at www.sec.gov.
Questions
and requests for assistance regarding the Offer may be directed to Okapi Partners LLC, the information agent for the Offer, toll-free
at (855) 305-0857 or by email at info@okapipartners.com.
About Diana Shipping Inc.
Diana Shipping Inc. (NYSE: DSX)
is a global provider of shipping transportation services through its ownership and bareboat charter-in of dry bulk vessels. The Company’s
vessels are employed primarily on short to medium-term time charters and transport a range of dry bulk cargoes, including such commodities
as iron ore, coal, grain and other materials along worldwide shipping routes.
Cautionary Statement Regarding Forward-Looking
Statements
Matters discussed in this press release and
other statements made by the Company may constitute forward-looking statements. Forward-looking statements include, but are not limited
to, statements regarding the intent, beliefs, expectations, objectives, goals, future events, performance or strategies and other statements
of the Company and its management team, which are other than statements of historical facts.
The Company desires to take advantage of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection
with this safe harbor legislation. These forward-looking statements relate to, among other things, the Company’s proposal to acquire
Genco and the anticipated benefits of such a transaction, and the Company’s ability to finance such transaction. Forward looking
statements can be identified by words such as “believe,” “will,” “anticipate,” “intend,”
“estimate,” “forecast,” “project,” “plan,” “potential,” “may,”
“should,” “expect,” “pending” and similar expressions identify forward-looking statements.
The forward-looking statements in this press
release and in other statements made by the Company are based upon various assumptions, many of which are based, in turn, upon further
assumptions, including without limitation, Company management’s examination of historical operating trends, data contained in the
Company’s records, Genco’s public filings and disclosures and data available from third parties. Although the Company believes
that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies
that are difficult or impossible to predict and are beyond the Company’s control, the Company cannot assure you that it will achieve
or accomplish these expectations, beliefs or projections.
The forward-looking statements in this press
release are based on current expectations, assumptions, and estimates, and are subject to numerous risks and uncertainties. These include,
without limitation, risks relating to: (i) the possibility that the proposed transaction may not proceed; (ii) the ability to obtain regulatory
or shareholder approvals, if required; (iii) the risk that Genco’s Board of Directors or management may continue to oppose the proposal
or not respond to further attempted engagement by Diana; (iv) failure to realize anticipated benefits of the transaction; (v) changes
in the financial or operating performance of the Company or Genco; and (vi) general economic, market, and industry conditions. These and
other risks are described in documents filed by the Company with, or furnished by the Company to, the U.S. Securities and Exchange Commission
(“SEC”), including its Annual Report on Form 20-F for the fiscal year ended December 31, 2025, and its other subsequent documents
filed with, or furnished to, the SEC. The Company undertakes no obligation to revise or update any forward-looking statement, or to make
any other forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required
by law.
Important Additional Information and Where
to Find It
This
communication does not constitute an offer to buy or a solicitation of an offer to sell securities. This communication relates to a tender
offer that Diana, through 4 Dragon Merger Sub, Inc., its wholly owned subsidiary, has made to Genco Shareholders. The tender offer is
being made pursuant to a tender offer statement on Schedule TO (including an offer to purchase, the letter of transmittal and other offer
documents), to be filed by Diana with the SEC on May 4, 2026. These materials, as may be amended from time to time, contain important
information, including the terms and conditions of the offer. Shareholders of Genco are strongly advised to read Diana’s tender
offer statement, offer to purchase and other offer documents as they become available because they will contain important information.
Diana’s tender offer statement, offer to purchase and other offer documents, when filed, will be available at no charge on the
SEC’s website at www.sec.gov.
The
Company and the other Participants (as defined below) have filed a preliminary proxy statement and accompanying GOLD universal
proxy card with the SEC to be used to solicit proxies for, among other matters, the election of Diana’s director nominees to the
board of directors of Genco at Genco’s 2026 Annual Meeting, the passage of Diana’s proposal to repeal, at Genco’s 2026
Annual Meeting, by-laws of Genco not publicly disclosed by Genco on or prior to August 28, 2025 and a proposal that the board of directors
of Genco conduct a process to explore strategic alternatives (such preliminary proxy statement and the accompanying universal GOLD proxy
card are available here).
Promptly
after the filing of a definitive proxy statement with the SEC, Diana expects to mail or otherwise send the Participants’ definitive
proxy statement and accompanying universal GOLD proxy card to each Genco shareholder entitled to vote at the
2026 Annual Meeting. Shareholders of Genco are strongly advised to read the Participants’ proxy statement and other proxy materials,
including the accompanying GOLD proxy card, as they become available because they will contain important information.
The Participants’ proxy statement and other proxy materials, when filed, will be available at no charge on the SEC’s website
at www.sec.gov.
Certain Information Regarding Participants
in the Solicitation
The participants in the proxy solicitation
(the “Participants”) are the Company; Semiramis Paliou, Director and Chief Executive Officer of the Company; Simeon Palios,
Director and Chairman of the Company; Ioannis G. Zafirakis, Director and President of the Company; Maria Dede, Co-Chief Financial Officer
and Treasurer of the Company; Margarita Veniou, Chief Corporate Development, Governance & Communications Officer and Secretary of
the Company; Evangelos Sfakiotakis, Chief Technical Investment Officer of the Company; Maria-Christina Tsemani, Chief People and Culture
Officer of the Company; Anastasios Margaronis, Director of the Company; Kyriacos Riris, Director of the Company; Apostolos Kontoyannis,
Director of the Company; Eleftherios Papatrifon, Director of the Company; Simon Frank Peter Morecroft, Director of the Company; and Jane
Sih Ho Chao, Director of the Company along with Diana’s nominees, Jens Ismar, Gustave Brun-Lie, Quentin Soanes, Paul Cornell, Chao
Sih Hing Francois, and Vicky Poziopoulou; Star Bulk Carriers Corp. (“Star Bulk”); Petros Pappas, Director and Chief Executive
Officer of Star Bulk; and Hamish Norton, President of Star Bulk.
As of the date hereof, the Company is the
beneficial owner of 6,413,151, representing approximately 14.8% of the outstanding shares of common stock of Genco. As of the date hereof,
none of Semiramis Paliou, Simeon Palios, Ioannis G. Zafirakis, Maria Dede, Margarita Veniou, Evangelos Sfakiotakis, Maria-Christina Tsemani,
Anastasios Margaronis, Kyriacos Riris, Apostolos Kontoyannis, Eleftherios Papatrifon, Simon Frank Peter Morecroft, Jane Sih Ho Chao, Jens
Ismar, Gustave Brun-Lie, Quentin Soanes, Paul Cornell, Chao Sih Hing Francois, Vicky Poziopoulou, Star Bulk, Petros Pappas or Hamish Norton
beneficially owns any Genco common stock. On March 6, 2026, the Company submitted a revised proposal to acquire all of the outstanding
shares of Genco common stock it did not own for $23.50 per share in cash. On May 4, 2026, the Company commenced a tender offer to purchase
all outstanding shares of Genco common stock at $23.50 per share in cash.
