Greek player’s takeover bid for US dry bulk shipping firm gets shot down

Business & Finance

U.S.-based dry bulk shipowner Genco Shipping & Trading has turned down the acquisition offer from Diana Shipping, a Greece-headquartered shipping company.

Courtesy of Diana Shipping
Courtesy of Diana Shipping

Genco’s board of directors, with the recommendation of a committee of independent directors, has unanimously rejected Diana Shipping’s non-binding indicative proposal to acquire for $20.60 per share in cash all of its outstanding shares not already owned by the Greek firm, which currently holds approximately 14.8% of the American player’s outstanding shares of common stock. The proposal is perceived to materially undervalue the U.S.-based company; thus, it is not considered to be in the best interest of its shareholders.

“Diana’s proposal, by its very nature, lacked the value, structure and certainty to warrant further engagement,” emphasized Genco, while adding that the Greek company’s proposal failed to reflect the inherent value of the firm’s “high-quality and modern fleet, leading commercial operating platform, established technical management business and strong balance sheet.”

Additionally, the offer is also said to not take into account the U.S. player’s track record of durable cash flow generation across cycles and execution of a low leverage, high capital return business model; and an appropriate premium in exchange for control, given its performance and strong capital returns throughout the cycles.

Genco elaborated: “Diana’s indicative proposal is also well below Genco’s net asset value (NAV) during a period of rising asset values across the industry. Contrary to Diana’s assertions, Diana’s proposed purchase price was significantly below Genco’s 10-year high stock price of $26.93. In addition, the board believes there are considerable execution risks posed by the proposed structure, Diana’s balance sheet and high leverage profile and the lack of committed financing.

“Given the substantial borrowing and leverage required to complete the transaction, our Board sees significant uncertainty in Diana’s proposal or any similar proposal. The board recognizes that Diana’s highly confident letter falls short of committed financing. Furthermore, the Board believes that our proven strategy will deliver superior value for our shareholders, particularly in light of a strong drybulk market with positive fundamentals.”

As the U.S. player is focused on sizeable quarterly dividends, low financial leverage and opportunistic fleet renewal and growth, its board has determined that the best transaction structure for a combination with Diana is for it to acquire the Greek firm using cash and equity currency as consideration in a transaction.

Genco underlined: “We did seek to engage with Diana, both directly and through advisors, to explore an alternative transaction under which Genco would acquire Diana. Our board believes its proposed transaction structure could create value for Diana and Genco shareholders.

“Diana investors would obtain immediate and significant certain cash value, as well as the opportunity to participate in the upside potential of a combined company that would be led by Genco’s proven management team and build on Genco’s strong operating platform and low leverage, high capital return business model. In response, Diana refused to engage and instead reiterated its previous offer.”

Diana Shipping still set on bringing Genco into its fold

In response, Diana Shipping, which is considering all its options to advance its offer to acquire Genco, confirmed its proposal was flatly rejected by the other shipowner’s board without any engagement, adding: “Despite taking more than six weeks to respond to Diana’s attractive offer, the board refused to enter into any discussions, raise any specific questions or seek any clarification with Diana on the proposal.”

While recognizing the benefits of dry bulk industry consolidation, the company claims that the U.S. firm’s takeover suggestion does not include any details on price or premium, amount of cash or stock consideration, or any other basic financial terms necessary to be properly evaluated. As a result, the Greek player believes this proposal is merely a tactic that serves no serious purpose other than to dismiss and detract from its offer.

Semiramis Paliou, Diana’s Chief Executive Officer, emphasized: “We are deeply disappointed that, despite our continued willingness to enter into discussions with Genco’s board, it instead chose to reject our proposal without any engagement with us or our advisors. In fact, Genco’s letter raised questions about the structure, value and certainty of execution that we are ready and willing to discuss if they engage with us directly.

“We are encouraged that Genco acknowledges the industrial logic of a combination of our two companies. We continue to believe that our proposed all-cash transaction is the optimal way to implement the combination, and we would welcome a dialogue with Genco’s board to address any questions they may have about our proposal.”

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