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Genco Shipping & Trading Rejects Non-Binding Indicative Proposal from Diana Shipping Inc. (page 2)

15 Ιανουαρίου 2026.

genco27dCreating value for Genco and Diana shareholders

Genco recognizes the potential benefits of drybulk industry consolidation under the right circumstances. For a combination between Genco and Diana, our Board has determined that Genco would be the right acquiror.

Our Board has authorized our management team to discuss with Diana a proposal for Genco to acquire 100% of the Diana shares at a premium to Diana’s current share price, paid for with a mix of cash and Genco shares. This structure would provide Diana shareholders with significant, immediate and certain cash value, as well as the opportunity to participate in the upside potential of our combined company and improved liquidity and superior valuation of Genco shares.

Genco believes both Genco and Diana shareholders would benefit from a combination structured differently from the Diana proposal, leveraging Genco’s:

• Capital markets strength,

• Superior equity valuation,

• Capital resources,

• Industry-leading management and governance,

• Operational capabilities; and

• Reputation in the drybulk industry.

Moreover, the success to date of our comprehensive value strategy presents a compelling growth and value creation opportunity for shareholders of both companies, particularly during a period of strong market fundamentals expected in the coming years driven by positive supply and demand trends across the drybulk market.

The combined company would be led by the Genco Board and management team and would have increased scale and a robust low-leverage balance sheet to support a high- return capital allocation policy, building on Genco’s proven record of capital returns and balance sheet strength. Furthermore, the well-capitalized and resilient financial profile of the combined business would be better positioned to participate in further industry consolidation in the years ahead.

 

Benefits of a potential transaction to Diana shareholders

 

We strongly believe that Genco’s acquisition of Diana has compelling strategic and financial merits and is in the best interests of both Genco and Diana shareholders:

1) Increased scale: The combined company would own 83 drybulk vessels, making it a top 15 drybulk owner globally and one of the largest publicly traded drybulk companies in the world.

2) Significant upside potential in a strengthening market: With Genco’s significant operating leverage and recent and continued investment in modern and fuel efficient Capsize and Newcastlemax vessels, Genco has enhanced its earnings capacity and is ideally positioned to capitalize on a strengthening market.

3) Spot oriented approach to revenue generation: This would enable Diana’s shareholders to capture the current strong drybulk market and upside potential going forward.

4) Lower financial leverage and cost of capital: Diana shareholders would benefit from Genco’s industry-leading balance sheet, as well as its lower net loan-to-value position and cost of capital.

5) Strong financial position: The combined company would have significant financial flexibility to continue investing in its diverse fleet and maintaining high capital returns across cycles.

6) Lower cash flow breakeven rate: Genco’s cash flow breakeven rate is approximately $10,000 per vessel per day, while Diana’s is approximately $16,000 per vessel per day. Combining the companies would result in a more compelling risk- reward balance and greater dividend capacity.

7) Strong corporate governance: As the largest US-headquartered drybulk shipping company, Genco is a transparent US filer with a strong independent board of directors

and a top quartile ranking in an industry-wide corporate governance research report for many years.

8) Increased market capitalization: The combined company would have a net asset value greater than $1 billion. Diana shareholders would benefit from Genco’s existing larger market cap, which is approximately four times Diana’s.

9) Improved valuation: We estimate that Genco trades at more than 2x the ratio of price to net asset value as Diana and expect this will provide Diana shareholders with an immediate valuation uplift upon closing of the potential transaction.

10) Augmented trading liquidity: Genco’s average daily trading volume is approximately $9 million as compared to Diana’s approximately $1 million, enabling Diana’s shareholders to benefit from a more liquid and investible company with a greater free float.

We believe the transaction structure we’ve outlined delivers greater value than Diana’s proposal, which undervalues Genco, represents far greater execution risk and lacks committed financing. With Genco’s advantage in scale, financial flexibility and track record of superior performance, we believe this transaction structure is in the best interests of both companies’ shareholders. We are prepared to begin detailed discussions of such a transaction with you immediately.

As with prior correspondence between us, we provide this letter privately to facilitate constructive engagement. Nothing herein is intended to create or impose any legal obligation on any party. There will be no binding agreement between us or any commitment or obligation on either party with your proposal or any possible transaction unless and until a definitive agreement is executed by Genco and Diana.

Our Board remains committed to optimizing the value Genco creates for shareholders.

We appreciate your interest in Genco and look forward to hearing your response.

Sincerely,

John C. Wobensmith

Chairman of the Board and Chief Executive Officer

Kathleen C. Haines

Lead Independent Director

Jefferies LLC is acting as financial advisor to Genco, and Herbert Smith Freehills Kramer (US) LLP is serving as legal counsel to Genco.

 

Genco Shipping & Trading Limited press release

 

 

 

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