### SC TO-T - SC TO-T
SC TO-T
1
tm2612953-1_sctot.htm
SC TO-T
tm2612953-1_sctot - none - 2.4687798s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Genco Shipping & Trading Limited
(Name of Subject Company (Issuer))
4 Dragon Merger Sub Inc.
(Offeror)
a direct wholly-owned subsidiary of
Diana Shipping Inc.
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, par value $0.01 per share
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
Y2685T131
(CUSIP Number of Class of Securities)
Mr. Ioannis Zafirakis
Pendelis 16, Palaio Faliro
Athens, Greece J3, 175 64
3 0-210-947-0100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With copies to:
Philip Richter
Warren de Wied
Colum Weiden
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000
☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☒
third-party tender offer subject to Rule 14d-1.
☐
issuer tender offer subject to Rule 13e-4.
☐
going-private transaction subject to Rule 13e-3.
☒
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
As permitted by General Instruction G to Schedule TO, this Schedule TO is also Amendment No. 9 to the Schedule 13D filed by Diana Shipping Inc. (the Parent of the Offeror), on July 17, 2025 (and amended on July 31, 2025, September 30, 2025, November 24, 2025, January 13, 2026, January 16, 2026, March 10, 2026, March 23, 2026, and April 13, 2026) in respect of the Common Shares of the Company.
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CUSIP No. Y2685T131
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1
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NAMES OF REPORTING PERSONS
Diana Shipping Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
(b)☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, BK
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
MARSHALL ISLANDS
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
6,413,151.0
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8
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SHARED VOTING POWER
0.0
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9
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SOLE DISPOSITIVE POWER
6,413,151.0
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10
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SHARED DISPOSITIVE POWER
0.0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,413,151.0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8% 1
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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1
All reported shares are owned by Diana Shipping Inc. 4 Dragon Merger Sub Inc. is a direct wholly-owned subsidiary of Diana Shipping Inc. Calculated based on 43,317,810 shares of common stock, par value $0.01 per share, of the Issuer outstanding as of February 18, 2026, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2026.
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CUSIP No. Y2685T131
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1
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NAMES OF REPORTING PERSONS
4 Dragon Merger Sub Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
(b)☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
MARSHALL ISLANDS
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
0.0
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8
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SHARED VOTING POWER
0.0
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9
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SOLE DISPOSITIVE POWER
6,413,151.0
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10
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SHARED DISPOSITIVE POWER
0.0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,413,151.0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8% 2
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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2
All reported shares are owned by Diana Shipping Inc. 4 Dragon Merger Sub Inc. is a direct wholly-owned subsidiary of Diana Shipping Inc. Calculated based on 43,317,810 shares of common stock, par value $0.01 per share, of the Issuer outstanding as of February 18, 2026, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2026.
SCHEDULE TO
This Tender Offer Statement on Schedule TO (together with any exhibits and annexes attached hereto, and as it may be amended or supplemented from time to time, this “ Schedule TO ”) is filed by (i) 4 Dragon Merger Sub Inc., a corporation organized under the laws of the Marshall Islands (the “ Purchaser ”) and a direct wholly-owned subsidiary of Diana Shipping Inc., a corporation organized under the laws of the Marshall Islands (“ Diana ”), and (ii) Diana. This Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the “ Common Shares ”), of Genco Shipping & Trading Limited, a corporation organized under the laws of the Marshall Islands (“ Genco ”) (including the associated preferred stock purchase rights (the “ Rights ”, and together with the Common Shares, the “ Shares ”) issued pursuant to the Shareholder Rights Agreement, dated October 1, 2025 (as amended by that First Amendment, dated November 10, 2025, and as it may be further amended or supplemented from time to time), by and between Genco and Computershare Inc., as Rights Agent), other than Shares held in treasury by Genco, at $23.50 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 4, 2026 (as it may be amended or supplemented from time to time, the “ Offer to Purchase ”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “ Letter of Transmittal ,” and together with the Offer to Purchase, the “ Offer ”), copies of which are attached to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes to the Offer to Purchase, is hereby expressly incorporated in this Schedule TO by reference in response to Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO.
Item 1. Summary Term Sheet.
The information set forth in the section “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The subject company and issuer of the securities subject to the Offer is Genco. Genco’s principal executive office is located at 299 Park Avenue, 12 th Floor, New York, New York 10171, and its telephone number is 646-443-8550.
(b) This Schedule TO relates to all of the outstanding Shares. Based upon information contained in Genco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, there were 43,317,810 Shares outstanding as of February 18, 2026.
(c) The information concerning the principal market in which the Shares are traded, and certain high and low sales prices for the Shares in that principal market, is set forth in the sections “Price Range of Shares; Dividends” and “Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations” of the Offer to Purchase and is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a), (b), (c) The information set forth in the sections “Summary Term Sheet,” “Introduction,” “Certain Information Concerning Diana and the Purchaser” and in Schedule I and Schedule II of the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)(1)(i)-(viii), (xii) The information set forth in the sections “Summary Term Sheet,” “Introduction,” “Terms of the Offer,” “Acceptance for Payment and Payment for Shares,” “Procedure for Tendering Shares,” “Withdrawal Rights” and “Certain U.S. Federal Income Tax Consequences” is incorporated herein by reference.
(a)(1)(ix)-(xi) Not applicable.
(a)(2)(i)-(iv) and (vii) The information set forth in the sections “Summary Term Sheet,” “Introduction,” “Certain U.S. Federal Income Tax Consequences,” “Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations,” and “Purpose of the Offer and the Potential Merger; Plans for Genco; Statutory Requirements; Approval of the Potential Merger” is incorporated herein by reference.
(a)(2)(v)-(vi) Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a), (b) The information set forth in the sections “Summary Term Sheet,” “Introduction,” “Certain Information Concerning Diana and the Purchaser,” “Background of the Offer; Other Transactions with Genco,” “Purpose of the Offer and the Potential Merger; Plans for Genco; Statutory Requirements; Approval of the Potential Merger,” and in Schedule I and Schedule II of the Offer to Purchase is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a), (c)(1-7) The information set forth in the sections “Summary Term Sheet,” “Introduction,” “Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations,” “Background of the Offer; Other Transactions with Genco,” “Purpose of the Offer and the Potential Merger; Plans for Genco; Statutory Requirements; Approval of the Potential Merger,” and “Dividends and Distributions” of the Offer to Purchase is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a), (b), (d) The information set forth in the sections “Summary Term Sheet” and “Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
(a), (b) The information set forth in the sections “Introduction,” “Certain Information Concerning Diana and the Purchaser,” and in Schedule I and Schedule II of the Offer to Purchase is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) The information set forth in the sections “Introduction” and “Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.
Item 10. Financial Statements.
(a), (b) Not applicable.
Item 11. Additional Information.
(a)(1) The information set forth in the sections “Certain Information Concerning Diana and the Purchaser,” “Purpose of the Offer and the Potential Merger; Plans for Genco; Statutory Requirements; Approval of the Potential Merger” and “Background of the Offer; Other Transactions with Genco” of the Offer to Purchase is incorporated herein by reference.
(a)(2) and (a)(3) The information set forth in the sections “Summary Term Sheet,” “Introduction,” “Purpose of the Offer and the Potential Merger; Plans for Genco; Statutory Requirements; Approval of the Potential Merger,” “Background of the Offer; Other Transactions with Genco,” “Conditions of the Offer” and “Certain Legal Matters; Regulatory Approvals; Appraisal Rights” of the Offer to Purchase is incorporated herein by reference.
(a)(4) The information set forth in the section “Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations” of the Offer to Purchase is incorporated herein by reference.
(a)(5) There are no material legal proceedings relating to the Offer.
(c) None.
The information set forth in the Offer to Purchase and the Letter of Transmittal, to the extent not otherwise incorporated herein by reference, in each case as of the date hereof, is incorporated herein by reference. Additional information from future filings with the SEC may be incorporated by reference herein by amending this Schedule TO.
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Item 12.
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Exhibits.
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(a)(1)(A)
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Offer to Purchase, dated May 4, 2026.
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(a)(1)(B)
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Form of Letter of Transmittal.
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery.
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(E)
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(F)
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Summary Advertisement, published in The New York Times , dated May 4, 2026.
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(a)(5)(A)
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Press Release of Diana Shipping Inc., dated May 4, 2026.
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(b)
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Commitment letter, dated as of March 6, 2026, by and among Diana Shipping Inc., DNB (UK) Limited, Nordea Bank Abp, filial i Norge, BNP Paribas S.A., Danske Bank A/S, Deutsche Bank AG, and Standard Chartered Bank (incorporated herein by reference to Exhibit J to Amendment No. 6 to the statement on Schedule 13D filed by Diana with the SEC on March 10, 2026).
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(d)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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107
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Filing Fee Table.
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Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 4, 2026
DIANA SHIPPING INC.
By:
/s/ Ioannis Zafirakis
Name: Ioannis Zafirakis
Title: President
4 DRAGON MERGER SUB INC.
By:
/s/ Ioannis Zafirakis
Name: Ioannis Zafirakis
Title: Secretary
EXHIBIT INDEX
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Index No.
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(a)(1)(A)
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Offer to Purchase, dated May 4, 2026.
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(a)(1)(B)
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Form of Letter of Transmittal.
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery.
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(E)
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(F)
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Summary Advertisement, published in The New York Times, dated May 4, 2026.
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(a)(5)(A)
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Press Release of Diana Shipping Inc., dated May 4, 2026.
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(b)
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Commitment letter, dated as of March 6, 2026, by and among Diana Shipping Inc., DNB (UK) Limited, Nordea Bank Abp, filial i Norge, BNP Paribas S.A., Danske Bank A/S, Deutsche Bank AG, and Standard Chartered Bank (incorporated herein by reference to Exhibit J to Amendment No. 6 to the statement on Schedule 13D filed by Diana with the SEC on March 10, 2026).
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(d)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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107
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Filing Fee Table.
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### EX-99.(A)(1)(A) - EXHIBIT (A)(1)(A)
EX-99.(A)(1)(A)
2
tm2612953d1_ex99-a1a.htm
EXHIBIT (A)(1)(A)
tm2612953-1_sctot_DIV_05-exa1a - none - 12.5187846s
TABLE OF CONTENTS
Exhibit (a)(1)(A)
OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
GENCO SHIPPING & TRADING LIMITED
at
$23.50 Net Per Share (including the Associated Preferred Stock Purchase Right)
by
4 DRAGON MERGER SUB INC.
a direct wholly-owned subsidiary
of
DIANA SHIPPING INC.,
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 2, 2026, UNLESS THE OFFER IS EXTENDED.
4 DRAGON MERGER SUB INC., a corporation organized under the laws of the Marshall Islands (the “ Purchaser ”) and a direct wholly-owned subsidiary of Diana Shipping Inc., a corporation organized under the laws of the Marshall Islands (together with its subsidiaries, “ Diana, ” “ we ,” “ our, ” or “ us ”), is offering to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the “ Common Shares ”), of Genco Shipping & Trading Limited, a corporation organized under the laws of the Marshall Islands (“ Genco ”) (including the associated preferred stock purchase rights (the “ Rights ”, and together with the Common Shares, the “ Shares ”) issued pursuant to the Shareholder Rights Agreement, dated October 1, 2025 (as amended by that First Amendment, dated November 10, 2025, and as it may be further amended or supplemented from time to time, the “ Rights Agreement ”), by and between Genco and Computershare Inc., as Rights Agent), other than Shares held in treasury by Genco, at $23.50 per Share, net to the seller in cash, without interest and less any required withholding taxes (the “ Offer Price ”), upon the terms and subject to the conditions set forth in this offer to purchase (as it may be amended or supplemented from time to time, this “ Offer to Purchase ”) and the related letter of transmittal that accompanies this Offer to Purchase (as it may be amended or supplemented from time to time, the “ Letter of Transmittal ,” and together with this Offer to Purchase, the “ Offer ”).
We are seeking to enter into a definitive agreement for the acquisition of Genco by Diana, and are prepared to engage with Genco immediately. On November 24, 2025, we made an initial proposal to the Board of Directors of Genco (the “ Genco Board ”) to acquire all of the outstanding Shares that Diana did not already own for a price of $20.60 per share in cash. On March 6, 2026, we increased the offer price for our proposal to $23.50 per Share (this March 2026 proposal, our “ Proposal ”). We are making the Offer directly to the Genco shareholders to ensure that they have the full terms of our Proposal as set out in this Offer to Purchase.
As has been previously disclosed in our public filings, we have secured $1.433 billion of fully committed financing, arranged by DNB Carnegie, Inc. and Nordea Bank Abp, filial i Norge (“ Nordea Bank ”), with participation from leading international banks, including DNB (UK) Limited, Nordea Bank, BNP Paribas S.A., Danske Bank A/S, Deutsche Bank AG, and Standard Chartered Bank. $1.102 billion of this financing will be used, together with our available cash, to purchase Shares tendered into the Offer by holders of Shares other than us and for the repayment of Genco’s outstanding indebtedness. In addition, we entered into a definitive agreement with Star Bulk Carriers Corp. (Nasdaq: SBLK) (“ Star Bulk ”) to sell 16 of Genco’s vessels to Star Bulk for $470.5 million in cash upon, and subject to, completion of our acquisition of Genco.
THIS OFFER IS NOT SUBJECT TO ANY FINANCING CONDITION OR THE COMPLETION OF THE VESSEL SALE TO STAR BULK.
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Consummation of the Offer is conditioned, among other things, upon the following conditions: (i) Genco shall have entered into a definitive merger agreement with Diana and the Purchaser substantially in the form of the merger agreement attached to this Offer to Purchase as Annex A (the “ Diana/Genco Merger Agreement ”), with (A) changes required to reflect a Top-Up Option described below, (B) changes required to reflect completion of the Offer followed by a second-step merger under Section 96 of the Marshall Islands Business Corporations Act (the “ BCA ”), (C) disclosure schedules provided by Genco that are reasonably acceptable to us, and (D) any other changes mutually agreed between Diana and Genco (the foregoing, the “ Merger Agreement Condition ”); (ii) Genco shareholders shall have validly tendered and not withdrawn prior to the expiration of the Offer at least that number of Shares that, together with the Shares already owned by Diana, constitutes at least a majority of the then-outstanding Shares on a fully diluted basis (which includes all Shares issuable upon the exercise, conversion, exchange or settlement of any options, rights, awards or securities that are exercisable for, settled in or convertible into Shares then outstanding regardless of whether or not then vested, convertible or exercisable); (iii) either (A) the Rights Agreement shall have been validly terminated and all of the Rights shall have been redeemed or (B) the Rights Agreement shall have been otherwise made inapplicable to the Offer, the transactions contemplated by the Diana/Genco Merger Agreement (including the second-step merger), and Diana and its affiliates (the foregoing, the “ Poison Pill Removal Condition ”); (iv) the Genco Board shall have validly approved the Diana/Genco Merger Agreement and the transactions contemplated by the Diana/Genco Merger Agreement (including the second-step merger) for purposes of Article M of Genco’s Amended and Restated Articles of Incorporation (as amended and in effect, the “ Genco Articles of Incorporation ”), which prohibits Genco from entering into any transaction, agreement, or arrangement with any shareholder of the Genco (such as Diana) without the approval of either a majority of the Genco Board (excluding any directors that have or are designated by a party that has a material interest in the transaction) or the holders of a majority of the then-outstanding shares of capital stock of Genco (excluding any Genco shareholders that have a material interest in the transaction) such that Article M of the Genco Articles of Incorporation would not prohibit, restrict, or apply to the Diana/Genco Merger Agreement or the transactions contemplated by the Diana/Genco Merger Agreement (including the second-step merger) (the foregoing, the “ Affiliate Transaction Condition ”); (v) any applicable mandatory waiting period, clearance or affirmative approval of any governmental body, agency or authority required to consummate the Offer and the second-step merger shall have expired or been obtained; (vi) no governmental authority shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of making the Offer or the second-step merger illegal or otherwise restricting, preventing or prohibiting consummation of the Offer or the second-step merger; (vii) there shall not have occurred any event, circumstance, change, development or effect that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in “ The Offer — Section 14 — Conditions of the Offer” ); and (viii) Genco shall not have taken any action or actions that would have constituted a breach in any material respect of the interim operating provisions set forth in Section 6.1 of the Diana/Genco Merger Agreement as if such agreement had been entered into as of the date of this Offer.
The proposed Diana/Genco Merger Agreement also contains other closing conditions to the Offer. Please see the sections of this Offer to Purchase entitled “ The Offer — Section 14 — Conditions of the Offer ”, “ The Offer — Section 11 — Background of the Offer; Other Transactions with Genco ” and “ The Offer — Section 12 — Purpose of the Offer and the Merger; Plans for Genco; Statutory Requirements; Approval of the Merger .”
SATISFACTION OF EACH OF THE MERGER AGREEMENT CONDITION, THE POISON PILL REMOVAL CONDITION, AND THE AFFILIATE TRANSACTION CONDITION IS SOLELY WITHIN THE CONTROL OF GENCO AND THE MEMBERS OF THE GENCO BOARD.
Subject to applicable law, we reserve the right to amend the Offer in any respect (including amending the Offer Price). In addition, in the event that we enter into a merger agreement with Genco and such merger agreement does not provide for a tender offer, we reserve the right to terminate the Offer, in which case the Shares would, upon consummation of such merger, be converted into the right to receive the consideration negotiated by us and Genco and specified in such merger agreement.
The Offer has not been approved or disapproved by the U.S. Securities and Exchange Commission (“SEC”) or any state securities commission, nor has the SEC or any state securities commission passed upon
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TABLE OF CONTENTS
the fairness or merits of the Offer or upon the accuracy or adequacy of the information contained in this Offer to Purchase or the Letter of Transmittal. Any representation to the contrary is a criminal offense.
This Offer to Purchase and the Letter of Transmittal contain important information, and you should carefully read both in their entirety before making a decision with respect to the Offer.
You may direct questions and requests for assistance to Okapi Partners LLC, which is acting as the Information Agent for the Offer (the “ Information Agent ”), or to DNB Carnegie, Inc., which is acting as the dealer manager for the Offer (the “ Dealer Manager ”). Their respective addresses and telephone numbers appear on the back cover of this Offer to Purchase. You may direct requests for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery to the Information Agent.
The Dealer Manager is:
DNB Carnegie, Inc.
30 Hudson Yards, 81 st Floor
New York, NY 10001
(212) 681-3800
May 4, 2026
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IMPORTANT
Any shareholder of Genco who desires to tender all or a portion of such shareholder’s Shares in the Offer should either: (i) complete and sign the accompanying Letter of Transmittal or a manually signed facsimile thereof in accordance with the instructions in the Letter of Transmittal, and mail or deliver the Letter of Transmittal together with the certificates representing tendered Common Shares and, if certificates have been issued in respect of the associated Rights prior to the Expiration Date, certificates representing the associated Rights, and all other required documents to Computershare Trust Company, N.A., the depositary for the Offer (the “ Depositary ”), or tender such Shares pursuant to the procedure for book-entry transfer set forth in “ The Offer — Section 3 — Procedure for Tendering Shares ”; or (ii) request that such shareholder’s broker, dealer, commercial bank, trust company or other nominee effect the transaction for such shareholder. Shareholders whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if they desire to tender their Shares.
Any shareholder who desires to tender Shares and whose certificates representing their Common Shares and, if certificates have been issued in respect of the associated Rights prior to the Expiration Date, certificates representing the associated Rights, are not immediately available or who cannot deliver such certificates and all other required documents to the Depositary on or prior to the Expiration Date (as defined in “ The Offer — Section 1 — Terms of Offer ”) or who cannot comply with the procedures for book-entry transfer on a timely basis, may tender such Shares pursuant to the guaranteed delivery procedure set forth in “ The Offer — Section 3 — Procedure for Tendering Shares. ”
Questions and requests for assistance may be directed to Okapi Partners LLC, our information agent for the Offer (the “ Information Agent ”), at the Information Agent’s telephone numbers set forth on the back cover of this Offer to Purchase. Requests for copies of this Offer to Purchase, the Letter of Transmittal and all other related materials may be directed to the Information Agent or your brokers, dealers, commercial banks and trust companies, and copies will be furnished promptly at the Purchaser’s expense. Additionally, this Offer to Purchase, the Letter of Transmittal and other materials relating to the Offer may be found at https://www.sec.gov.
This Offer to Purchase and the Letter of Transmittal contain important information, and you should carefully read both in their entirety before making a decision with respect to the Offer.
Neither this Offer to Purchase nor the Offer constitutes a solicitation of proxies for any meeting of shareholders of Genco, including a solicitation of proxies by us to be used at the 2026 Annual Meeting of Genco shareholders (the “2026 Genco Annual Meeting”) and any matter to be considered at the 2026 Genco Annual Meeting. Any such solicitation has been or will be made only pursuant to separate proxy solicitation materials complying with the requirements of Section 14(a) of the Exchange Act.
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TABLE OF CONTENTS
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Page
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SUMMARY TERM SHEET
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6
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INTRODUCTION
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16
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THE OFFER
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19
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1
Terms of the Offer
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19
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2
Acceptance for Payment and Payment for Shares
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20
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3
Procedure for Tendering Shares
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21
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4
Withdrawal Rights
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24
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5
Certain U.S. Federal Income Tax Consequences
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24
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6
Price Range of Shares; Dividends
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27
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7
Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations
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29
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8
Certain Information Concerning Genco
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30
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9
Certain Information Concerning Diana and the Purchaser
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30
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10
Source and Amount of Funds
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32
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11
Background of the Offer; Other Transactions with Genco
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33
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12.
Purpose of the Offer and the Merger; Plans for Genco; Statutory Requirements; Approval of the Merger
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36
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13
Dividends and Distributions
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38
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14
Conditions of the Offer
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39
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15
Certain Legal Matters; Regulatory Approvals; Appraisal Rights
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41
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16
Legal Proceedings
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43
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17
Fees and Expenses
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43
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18
Miscellaneous
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44
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SCHEDULE I: DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER
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I-1
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SCHEDULE II: DIRECTORS AND EXECUTIVE OFFICERS OF DIANA
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II-1
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ANNEX A
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A-1
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SUMMARY TERM SHEET
4 DRAGON MERGER SUB INC., a corporation organized under the laws of the Marshall Islands (the “ Purchaser ”) and a direct wholly-owned subsidiary of Diana Shipping Inc., a corporation organized under the laws of the Marshall Islands (“ Diana ”), is offering to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the “ Common Shares ”), of Genco Shipping & Trading Limited, a corporation organized under the laws of the Marshall Islands (“ Genco ”) (including the associated preferred stock purchase rights (the “ Rights ”, and together with the Common Shares, the “ Shares ”) issued pursuant to the Shareholder Rights Agreement, dated October 1, 2025 (as amended by that First Amendment, dated November 10, 2025, and as it may be further amended or supplemented from time to time, the “ Rights Agreement ”), by and between Genco and Computershare Inc., as Rights Agent), other than Shares held in treasury by Genco, at $23.50 per Share, net to the seller in cash, without interest and less any required withholding taxes (the “ Offer Price ”), upon the terms and subject to the conditions set forth in this offer to purchase (as it may be amended or supplemented from time to time, this “ Offer to Purchase ”) and the related letter of transmittal that accompanies this Offer to Purchase (as it may be amended or supplemented from time to time, the “ Letter of Transmittal ,” and together with this Offer to Purchase, the “ Offer ”).
The following are certain questions you may have as a Genco shareholder and answers to those questions. You should carefully read this Offer to Purchase and the accompanying Letter of Transmittal in their entirety because the information in this summary term sheet is not complete and additional important information is contained in the remainder of this Offer to Purchase and the Letter of Transmittal. We have included cross-references in this summary term sheet to other sections of this Offer to Purchase where you will find more complete descriptions of the topics mentioned below.
The information concerning Genco contained herein and elsewhere in this Offer to Purchase has been taken from or is based upon publicly available documents or records of Genco on file with the U.S. Securities and Exchange Commission (the “ SEC ”) or other public sources at the time of the Offer. We have not independently verified the accuracy and completeness of such information. We have no knowledge that would indicate that any statements contained herein relating to Genco taken from or based upon such documents and records are untrue or incomplete in any material respect.
In this Offer to Purchase, unless the context requires otherwise, the terms “ we ,” “ our ” and “ us ” refer to Diana and its subsidiaries (including the Purchaser), collectively.
Who is offering to buy my Shares?
The Offer is made by the Purchaser, a direct wholly-owned subsidiary of Diana. Diana is a global provider of shipping transportation services through its ownership and bareboat charter-in of dry bulk vessels. Diana’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.
What are the classes and amounts of Genco securities Diana is offering to purchase in the Offer?
We are seeking to acquire all of the outstanding shares of Common Stock, par value $0.01 per share, of Genco, which is the only class of Genco common stock, together with one associated Right issued pursuant to the Rights Agreement.
What are the associated Rights?
The associated Rights are preferred stock purchase rights issued pursuant to the Rights Agreement that are issued and outstanding. The Rights were issued to all of the holders of Common Shares, but (based on Genco’s public disclosures) currently are not represented by separate certificates. A tender of your Shares will include a tender of both your Common Shares and the associated Rights, unless certificates representing the Rights have been issued as provided in the Rights Agreement prior to the completion of the Offer, in which circumstance your Rights must be validly tendered alongside your Common Shares in order for you to validly tender into the Offer.
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What will I receive for my Shares?
You will receive $23.50 in cash, less any applicable withholding taxes and without interest, for each Share you validly tender and do not withdraw before the expiration of the Offer. Shareholders are encouraged to obtain current market quotations for the Shares prior to making any decision with respect to the Offer.
Will I have to pay any fee or commission to tender Shares?
If you are the record owner of your Shares and you tender your Shares in the Offer, you will not have to pay any brokerage fees, commissions or similar expenses. If you own your Shares through a broker, dealer, commercial bank, trust company or other nominee and your broker, dealer, commercial bank, trust company or other nominee tenders your Shares on your behalf, your broker or such other nominee may charge a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply.
What percentage of Shares does Diana currently own?
Diana beneficially owns, as of the date of this Offer to Purchase, 6,413,151 Common Shares, representing approximately 14.8% of Genco’s outstanding Common Shares (based on 43,317,810 Common Shares outstanding as of February 18, 2026, as reported in the Genco Form 10-K), all of which were acquired in open market transactions.
What is the purpose of the Offer?
The purpose of the Offer is for Diana to acquire control of Genco and ultimately all of the outstanding Shares. The Offer, as the first step in the acquisition of Genco, is intended to facilitate the acquisition of Genco as promptly as practicable and, if the Offer is completed, Diana intends to acquire the remaining Shares at the Offer Price as promptly as practicable following completion of the Offer through a second-step merger described below.
The Offer is conditioned upon entering into a definitive merger agreement with Genco, which, among other things, would provide for Genco issuing to Diana and Purchaser an irrevocable option (the “ Top-Up Option ”) to purchase from Genco, at any time following the initial acceptance for payment by Purchaser of Shares pursuant to the Offer and prior to the earlier of the consummation of the second-step merger described below and the termination of such merger agreement, at a price per Share equal to the Offer Price, a number of Shares (the “ Top-Up Shares ”) equal to the number of Shares that, when added to the number of Shares owned by Diana and its subsidiaries at the time of exercise of the Top-Up Option, constitutes one share more than 90% of the number of Shares that would be outstanding immediately after the issuance of all Top-Up Shares on a fully diluted basis (for this purpose, including (A) all Shares issuable upon the exercise, conversion, exchange or vesting of any options, rights, awards and securities that vest into or are exercisable for or convertible into Shares then outstanding regardless of whether or not then vested, convertible or exercisable, and (B) the Top-Up Shares issued pursuant to the Top-Up Option) such that Diana may consummate a second-step merger pursuant to Section 96 of the Marshall Islands Business Corporations Act (the “ BCA ”). Under Section 96 of the BCA, any Marshall Islands corporation owning at least ninety percent (90%) of the outstanding shares of each class of another Marshall Islands corporation may merge the other corporation into itself without the approval of the shareholders of any such corporation.
Diana intends, following completion of the Offer and the purchase of the Top-Up Shares, to consummate a second-step merger pursuant to Section 96 of the BCA. The purpose of the second-step merger is to acquire all of the outstanding Shares not acquired pursuant to the Offer and the purchase of the Top-Up Shares. In the second-step merger, each remaining outstanding Share (other than Shares held in treasury by Genco and Shares owned by Diana and its wholly-owned subsidiaries) would be converted into the right to receive the same amount of cash as is received by Genco shareholders pursuant to the Offer. After the second-step merger, Diana will own all of the outstanding Shares, and Genco will be a wholly-owned direct subsidiary of Diana. See the sections of this Offer to Purchase entitled “ The Offer — Section 12 — Purpose of the Offer and the Merger; Plans for Genco; Statutory Requirements; Approval of the Merger. ” However, in the event that we enter into a definitive merger agreement with Genco that does not
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provide for a tender offer, we reserve the right to terminate the Offer, in which case the Shares would, upon consummation of such merger, be converted into the consideration negotiated by us and Genco and specified in such definitive merger agreement.
Why is Diana making the Offer?
On November 24, 2025, we submitted to the Genco Board a proposal to acquire all of the outstanding Shares that Diana did not already own for a price of $20.60 per Share in cash (the “ Initial Proposal ”). This offer price represented a 15% premium to the closing price of the Shares on November 21, 2025 (the last trading day before disclosure of the Initial Proposal), a 21% premium to the closing price of the Shares on July 17, 2025 (the date that Diana initially disclosed its ownership stake in Genco), and a 23% premium to the volume-weighted average price of the Shares for each of the 30-day and 90-day periods ending November 21, 2025.
Following the Genco’s Board rejection of the Initial Proposal without engaging with us, on March 6, 2026, we increased to $23.50 per Share in cash the offer price for our proposal to acquire all of the outstanding shares of Common Stock that Diana did not already own (the “ Proposal ”). The $23.50 offer price of the Proposal represented a 31% premium to the closing price of the Shares on November 21, 2025.
Since the Genco Board has repeatedly refused to engage with us regarding our highly attractive, fully-financed Proposal that would provide Genco shareholders with immediate cash liquidity at a premium price, we are making the Offer directly to the Genco shareholders to ensure that they have the full terms of our Proposal and this Offer as set out in this Offer to Purchase.
In connection with the submission of our Proposal, we obtained $1.433 billion in fully committed financing, arranged by DNB Carnegie, Inc. and Nordea Bank Abp, filial i Norge (“ Nordea Bank ”), with participation from leading international banks, including DNB (UK) Limited, Nordea Bank, BNP Paribas S.A., Danske Bank A/S, Deutsche Bank AG, and Standard Chartered Bank (collectively, the “ Financing Sources ”). $1.102 billion of this financing will be used, together with our available cash, to purchase Shares held by Genco shareholders (other than us) that are tendered into the Offer and for the repayment of Genco’s outstanding indebtedness. In connection with submission of the Proposal, we entered into a definitive agreement with Star Bulk Carriers Corp. (Nasdaq: SBLK) (“ Star Bulk ”) to sell 16 of Genco’s vessels to Star Bulk for $470.5 million in cash upon, and subject to, completion of our acquisition of Genco.
THIS OFFER IS NOT SUBJECT TO ANY FINANCING CONDITION OR THE COMPLETION OF THE VESSEL SALE TO STAR BULK.
Have you discussed the Offer with the Genco Board?
Prior to the commencement of the Offer, Diana had submitted two acquisition proposals to the Genco Board, both of which were rejected. We sought repeatedly to engage in discussions with Genco regarding our acquisition proposals, but Genco has declined to engage with us. We are making the Offer directly to the Genco shareholders to ensure that they have the full terms of our Proposal and this Offer as set out in this Offer to Purchase. For more information, please see the section of this Offer to Purchase entitled “ The Offer — Section 11 — Background of the Offer; Other Transactions with Genco .”
Will shareholders be taxed on cash received in exchange for Shares sold pursuant to the Offer or the second-step merger?
A sale of Shares pursuant to the Offer or the second-step merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder (as defined in “ The Offer — Section 5 — Certain U.S. Federal Income Tax Consequences ”) who receives cash in exchange for such U.S. Holder’s Shares pursuant to the Offer or the second-step merger generally will recognize capital gain or loss in an amount equal to the difference, if any, between the cash received and such U.S. Holder’s adjusted tax basis in such Shares.
A Non-U.S. Holder (as defined in “ The Offer — Section 5 — Certain U.S. Federal Income Tax Consequences ”) who receives cash in exchange for such Non-U.S. Holder’s Shares pursuant to the Offer or the second-step merger generally will not be subject to U.S. federal income tax on any gain recognized on the exchange unless such Non-U.S. Holder has certain connections to the United States.
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For more information, please see the section of this Offer to Purchase entitled “ The Offer — Section 5 — Certain U.S. Federal Income Tax Consequences .”
You should contact your own tax advisor to determine the particular tax consequences to you of the Offer and the second-step merger.
What are the conditions of the Offer?
The Offer is conditioned upon, among other things, the following:
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Diana/Genco Merger Agreement Condition — Genco shall have entered into a definitive merger agreement with Diana and the Purchaser substantially in the form of the merger agreement attached to this Offer to Purchase as Annex A (the “ Diana/Genco Merger Agreement ”), with (i) changes required to reflect the Top-Up Option, (ii) changes required to reflect completion of the Offer followed by a second-step merger under Section 96 of the Marshall Islands Business Corporations Act (the “ BCA ”), (iii) disclosure schedules provided by Genco that are reasonably acceptable to us, and (iv) any other changes mutually agreed between Diana and Genco. For a description of certain provisions of the Diana/Genco Merger Agreement, please see the section of this Offer to Purchase entitled “ The Offer — Section 11 — Background of the Offer; Other Transactions with Genco .” Satisfaction of this condition is solely within the control of Genco and the members of the Genco Board.
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Minimum Tender Condition — Genco shareholders shall have validly tendered and not withdrawn prior to the expiration of the Offer at least that number of Shares that, together with the Shares already owned by Diana, constitutes at least a majority of the then-outstanding Shares on a fully diluted basis (which includes all Shares issuable upon the exercise, conversion, exchange or settlement of any options, rights, awards or securities that are exercisable for, settled in or convertible into Shares then outstanding regardless of whether or not then vested, convertible or exercisable).
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Poison Pill Removal Condition — Either (A) the Rights Agreement shall have been validly terminated and all of the Rights shall have been redeemed or (B) the Rights Agreement shall have been otherwise made inapplicable to the Offer, the transactions contemplated by the Diana/Genco Merger Agreement (including the second-step merger), and Diana and its affiliates, (the foregoing, the “ Poison Pill Removal Condition ”). Satisfaction of this condition is solely within the control of Genco and the members of the Genco Board.
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Affiliate Transaction Restrictions — The Genco Board shall have validly approved the Diana/Genco Merger Agreement and the transactions contemplated by the Diana/Genco Merger Agreement (including the second-step merger) for purposes of Article M of Genco’s Amended and Restated Articles of Incorporation (as amended and in effect, the “ Genco Articles of Incorporation ”), which prohibits Genco from entering into any transaction, agreement, or arrangement with any shareholder of the Genco (such as Diana) without the approval of either a majority of the Genco Board (excluding any directors that have or are designated by a party that has a material interest in the transaction) or the holders of a majority of the then-outstanding shares of capital stock of Genco (excluding any Genco shareholders that have a material interest in the transaction) such that Article M of the Genco Articles of Incorporation would not prohibit, restrict, or apply to the Diana/Genco Merger Agreement or the transactions contemplated by the Diana/Genco Merger Agreement (including the second-step merger). Satisfaction of this condition is solely within the control of Genco and the members of the Genco Board.
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Competition Laws Condition — Any applicable mandatory waiting period, clearance or affirmative approval of any governmental body, agency or authority required to consummate the Offer and the second-step merger shall have expired or been obtained.
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No Injunction Condition — No governmental authority shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of making the Offer or the second-step merger illegal or otherwise restricting, preventing or prohibiting consummation of the Offer or the second-step merger.
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Material Adverse Effect Condition — There shall not have occurred any event, circumstance, change, development or effect that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in “ The Offer — Section 14 — Conditions of the Offer” ).
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Compliance Condition — Genco shall not have taken any action or actions that would have constituted a breach in any material respect of the interim operating provisions set forth in Section 6.1 of the Diana/Genco Merger Agreement as if such agreement had been entered into as of the date of this Offer.
For more information, please see the section of this Offer to Purchase entitled “ The Offer — Section 14 — Conditions of the Offer ”.
How long will it take to complete your proposed transaction?
The timing for consummation of the Offer will depend on the satisfaction of the conditions of the Offer. Because the conditions are beyond our control, there can be no certainty as to when, and whether, we will be able to consummate the Offer. See the sections of this Offer to Purchase entitled “ The Offer — Section 14 — Conditions of the Offer .”
Do I have to vote to approve the Offer or the second-step merger?
Your vote is not required in connection with the Offer. You simply need to tender your Shares if you choose to do so.
In the event that Diana and the Purchaser accept Shares for purchase in the Offer, Diana intends to acquire all Shares not tendered in the Offer (excluding Top-Up Shares issuable upon an exercise of the Top-Up Option) as promptly as practicable pursuant to the second-step merger. If the conditions of the Offer are satisfied, the Top-Up Option is exercised, and Diana and the Purchaser accept Shares for purchase, then no vote of Genco shareholders will be necessary to complete the second-step merger.
Do you intend to conduct a proxy solicitation to replace any members of the Genco Board of Directors or to pass any other proposals?
Yes. On January 16, 2026, Diana submitted to Genco a formal notice of its intention (the “ Notice ”) to nominate six highly qualified, independent nominees (Gustave Brun-Lie, Paul Cornell, Chao Sih Hing Francois, Jens Ismar, Viktoria Poziopoulou and Quentin Soanes) (the “ Diana Nominees ”) for election to the Genco Board following Genco’s rejection of our Initial Proposal to acquire Genco without engaging with us. In addition, the Notice included, among other things, Diana’s proposal to repeal, at the 2026 Annual Meeting of Genco shareholders (the “ 2026 Genco Annual Meeting ”), by-laws of Genco not publicly disclosed by Genco on or prior to August 28, 2025 (the “ By-Law Repeal Proposal ”) and a proposal that the board of directors of Genco conduct a process to explore strategic alternatives (the “ Strategic Review Proposal ”). A preliminary proxy statement and accompanying GOLD universal proxy card to be used to solicit proxies for, among other things, the election of the Diana Nominees and the approval of each of the By-Law Repeal Proposal and the Strategic Review Proposal has been filed with the SEC by Diana.
Neither this Offer to Purchase nor the Offer constitutes a solicitation of proxies for any meeting of the shareholders of Genco, including a solicitation of proxies by us to be used at the 2026 Genco Annual Meeting and any matter to be considered at the 2026 Genco Annual Meeting. Any solicitation of proxies has been or will be made only pursuant to separate proxy solicitation materials complying with the requirements of Section 14(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (“ Exchange Act ”).
Shareholders are advised to read the preliminary proxy statement and accompanying GOLD universal proxy card filed by Diana with the SEC to be used to solicit proxies for, among other things, the election of the Diana Nominees to the Genco Board at the 2026 Genco Annual Meeting and the passage of Diana’s other proposals described above; such preliminary proxy statement and accompanying GOLD universal proxy card are available at no charge on the SEC’s website here. Such preliminary proxy statement includes additional information regarding Diana, the solicitation, and the other participants in Diana’s solicitation. Promptly after the filing of a definitive proxy statement with the SEC, Diana expects to mail or otherwise send its definitive proxy statement and accompanying universal GOLD proxy card to each Genco shareholder entitled to vote at the 2026 Genco Annual Meeting. Shareholders of Genco are strongly advised to read Diana’s proxy statement and other proxy materials, including the accompanying GOLD proxy card, as they
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become available because they will contain important information. The Participants’ definitive proxy statement and other proxy materials, when filed, will be available at no charge on the SEC’s website at www.sec.gov.
Is the Offer conditioned upon any or all of the Diana Nominees being elected to the Genco Board?
No. The Offer is not conditioned upon any Diana Nominees (or all of them) being elected to the Genco Board.
Is the Offer conditioned upon the passage of any other shareholder proposal you have submitted and expect to make at the 2026 Genco Annual Meeting?
No. The Offer is not conditioned upon the passage of any other shareholder proposal we have submitted and expect to make at the 2026 Genco Annual Meeting, including, without limitation, the By-Law Repeal Proposal or the Strategic Review Proposal.
What does Genco think of the Offer?
As of the date of this Offer to Purchase, the Genco Board has not provided its recommendation with respect to the Offer. See “ The Offer — Section 11 — Background of the Offer; Other Transactions with Genco. ” Within 10 business days after the date of this Offer to Purchase, Genco is required by law to publish, send or give to you (and file with the SEC) a statement as to whether it recommends acceptance or rejection of the Offer, that it has no opinion with respect to the Offer or that it is unable to take a position with respect to the Offer.
What are the key terms of the proposed Merger Agreement?
A tabular summary of key terms of the proposed Diana/Genco Merger Agreement is provided below, which summary is qualified in its entirety by reference to the full text of the proposed Diana/Genco Merger Agreement (a copy of which is attached to this Offer to Purchase as Annex A):
Term
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Diana/Genco Merger Agreement
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Structure
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Acquisition of all outstanding Shares of Genco
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Consideration
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$23.50 per Share in cash
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Financing
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No financing condition
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Conditions to Diana’s Obligations to Close
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No law or order enacted or issued by any governmental authority preventing, restraining or prohibiting the merger; accuracy of Genco’s representations and warranties, subject to certain materiality and Material Adverse Effect qualifications; Genco’s material compliance with covenants; absence of Material Adverse Effect on Genco
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Outside Date
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6-month anniversary of the date of the Diana/Genco Merger Agreement
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Genco Termination Fee
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3.0% of equity value (approximately $31.2 million), payable by Genco upon, among other things, termination to accept a Superior Proposal
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We expect that the definitive Diana/Genco Merger Agreement (if entered into) would contain the terms described immediately above as well as (i) changes required to reflect the Top-Up Option, (ii) changes required to reflect completion of the Offer followed by a second-step merger under Section 96 of the BCA, (iii) disclosure schedules provided by Genco that are reasonably acceptable to us, and (iv) any other changes mutually agreed between Diana and Genco.
Does Diana have the financial resources available to it to pay for the Shares?
YES, THIS OFFER IS NOT SUBJECT TO ANY FINANCING CONDITION . We estimate that the total amount of cash required to complete the transactions contemplated by the Offer, the exercise of
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the Top-Up Option, and the second-step merger, including to purchase of all of the outstanding Shares not held by Diana, and the repayment of Genco’s outstanding indebtedness, will be approximately $1.22 billion. Based upon the financial resources available to Diana, we will have sufficient funds to pay the Offer Price for all Shares in the Offer. Diana has entered into a commitment letter, dated as of March 6, 2026 (the “ Debt Commitment Letter ”), pursuant to which the Financing Sources have committed to provide, subject to certain conditions set forth therein, financing for Diana’s acquisition of all of the Shares not held by Diana and the repayment of Genco’s outstanding indebtedness. The Debt Commitment Letter provides for a secured term loan facility of $1.102 billion for purposes of financing Diana’s acquisition of all of the Shares not held by Diana (the “ Credit Facility ”). On March 10, 2026, Diana filed an amendment to its Schedule 13D (as defined below) with the SEC disclosing a copy of the Debt Commitment Letter relating to the Credit Facility. Diana has also obtained a commitment from the Financing Sources for an additional $331 million (for a total of $1.433 billion of fully committed financing) related to a voluntary refinancing of Diana’s existing debt. The refinancing of the Diana debt is not a condition to the Offer.
Is your financial condition material to my decision to tender in the Offer?
We do not believe that our financial condition is material to your decision whether to tender Shares and accept the Offer because the Offer is being made for Shares solely in exchange for cash. THIS OFFER IS NOT SUBJECT TO ANY FINANCING CONDITION, and as described in “ The Offer — Section 10 — Source and Amount of Funds ” below, the Purchaser, through Diana, will have sufficient funds available to purchase all Shares validly tendered into the Offer.
If the Offer is consummated, we expect to exercise the Top-Up Option in order to purchase the Top-Up Shares and to thereafter acquire all remaining Shares in the second-step merger for the same cash price as was paid in the Offer without interest (i.e., the Offer Price). We will have sufficient funds available to purchase all Top-Up Shares and, thereafter, all remaining Shares in the second-step merger.
Is the vessel sale to Star Bulk material to my decision to tender in the Offer?
We do not believe that the vessel sale to Star Bulk is material to your decision whether to tender Shares and accept the Offer because the Offer is not subject to the completion of the vessel sale to Star Bulk. Diana entered into a definitive agreement with Star Bulk for Star Bulk to acquire 16 vessels of Genco for $470.5 million in cash upon, and subject to, the consummation of an acquisition of Genco by Diana.
When does the Offer expire? Can the Offer be extended and, if so, under what circumstances?
The Offer is scheduled to expire at 5:00 p.m., New York City time, on June 2, 2026, which is the initial expiration date, unless further extended by Diana, through the Purchaser. When we make reference to “the expiration of the Offer” anywhere in this Offer to Purchase, this is the time to which we are referring, including, when applicable, any extension period that may apply. For more information, please see the section of this Offer to Purchase entitled “ The Offer — Section 1 — Terms of the Offer .”
We may, in our sole discretion, extend the Offer at any time or from time to time for any reason. We might extend the Offer, for example, if any of the conditions specified in “ The Offer — Section 14 — Conditions of the Offer ” are not satisfied prior to the expiration of the Offer. If the Offer is extended, we will inform the Depositary of that fact and will issue a press release announcing the extension, no later than 9:00 a.m., New York City time, on the next business day after the date the Offer was scheduled to expire. See “ The Offer — Section 1 — Terms of the Offer. ”
Any decision to extend the Offer will be made public by an announcement regarding such extension as described under “ The Offer — Section 1 — Terms of the Offer. ”
Will there be a subsequent offering period?
No. We expect the Merger (as defined below) to occur promptly after the consummation of the Offer pursuant to Section 96 of the BCA.
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How do I tender my Shares?
To tender Shares into the Offer, you must deliver the certificates representing your Shares and, if certificates have been issued in respect of Rights prior to the Expiration Date, certificates representing the associated Rights, together with a completed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Depositary for the Offer, not later than the time the Offer expires. The Letter of Transmittal is enclosed with this Offer to Purchase. If your Shares are held in street name (i.e., through a broker, dealer, commercial bank, trust company or other nominee), your Shares can be tendered by your nominee by book-entry transfer through DTC.
If you are unable to deliver any required document or instrument to the Depositary by the expiration of the Offer, you may have a limited amount of additional time by having a broker, a bank or other fiduciary that is an eligible guarantor institution guarantee that the missing items will be received by the Depositary by using the enclosed notice of guaranteed delivery. For the tender to be valid, however, the Depositary must receive the missing items by the close of business on the business day after the date of execution of the Notice of Guaranteed Delivery. If you cannot deliver all necessary documents to the Depositary in time, you may be able to complete and deliver to the Depositary, in lieu of the missing documents, the enclosed notice of guaranteed delivery, provided you are able to comply fully with its terms. In all cases, a purchase of tendered Shares will be made only after timely receipt by the Depositary of certificates for your Shares (or a confirmation of a book-entry transfer of such Shares) and a properly completed and duly executed Letter of Transmittal and any other required documents for your Shares.
For a complete discussion on the procedures for tendering your shares, please see the section of this Offer to Purchase entitled “ The Offer — Section 3 — Procedure for Tendering Shares .”
Until what time can I withdraw tendered shares?
You may withdraw previously tendered shares at any time prior to the expiration of the Offer and, unless and the Purchaser have accepted the Shares for purchase pursuant to the Offer, you may also withdraw any tendered Shares at any time after July 6, 2026, the first business day after the 60th day following the commencement of the Offer. For a complete discussion on the procedures for withdrawing your shares, please see the section of this Offer to Purchase entitled “ The Offer — Section 4 — Withdrawal Rights .”
How do I withdraw previously tendered shares?
To withdraw previously tendered shares, you must deliver a written notice of withdrawal with the required information to the Depositary while you still have the right to withdraw. If you tendered shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your shares. For a complete discussion on the procedures for withdrawing your shares, please see the section of this Offer to Purchase entitled “ The Offer — Section 4 — Withdrawal Rights .”
When and how will I receive the Offer consideration in exchange for my tendered shares?
Diana and the Purchaser will purchase all validly tendered and not properly withdrawn shares promptly after the expiration of the Offer, subject to the terms thereof and the satisfaction or waiver of the conditions to the Offer, as set forth in the section of this Offer to Purchase entitled “ The Offer — Section 14 — Conditions of the Offer .” We will deliver the consideration for your validly tendered and not properly withdrawn Shares by depositing the cash consideration therefor with the Depositary, which will act as your agent for the purpose of receiving the Offer consideration from us and transmitting such consideration to you. In all cases, a purchase of tendered Shares will be made only after timely receipt by the Depositary of certificates for such Shares (or a confirmation of a book-entry transfer of such Shares as described in the section of this Offer to Purchase entitled “ The Offer — Section 3 — Procedure for Tendering Shares ”) and a properly completed and duly executed Letter of Transmittal and any other required documents for such shares.
If I decide not to tender my Shares into the Offer, how will the Offer affect my Shares?
We expect to exercise the Top-Up Option and to thereafter consummate the second-step merger as promptly as practicable following the consummation of the Offer. If the second-step merger is consummated,
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then shareholders who did not tender their Shares into the Offer will receive the same amount of cash per Share that they would have received had they tendered their Shares into the Offer (i.e., the Offer Price). Therefore, if the second-step merger takes place, the only difference to you between tendering your Shares into the Offer and not tendering your Shares into the Offer would be that, if you tender your Shares, you may be paid earlier. No interest will be paid for Shares acquired in the second-step merger.
Are dissenters’ rights available in either the Offer or the second-step merger?
No dissenters’ or appraisal rights are available in connection with the Offer or the second-step merger.
With respect to the Offer, Section 100 of the BCA provides that any shareholder of a Marshall Islands corporation shall, only with respect to the following corporate actions, have the right to dissent and receive payment of the fair value of their shares: (i) any plan of merger or consolidation to which such corporation is a party, or (ii) any sale or exchange of all or substantially all of the property and assets of the corporation not made in the usual and regular course of business, including a sale in dissolution, but not including a sale pursuant to an order of a court having jurisdiction in the premises or a sale for cash on terms requiring that all or substantially all the net proceeds of sales be distributed to the shareholders in accordance with their respective interests within one (1) year after the date of sale.
With respect to the second-step merger to be effected pursuant to Section 96 of the BCA, Section 100(c) of the BCA provides that the right of a dissenting shareholder to receive payment of the fair value of his or her shares shall not be available under Section 100 of the BCA for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the shareholders of the surviving corporation as provided in Section 96 of the BCA.
What is the market value of my Shares as of a recent date?
On July 16, 2025, the last trading day prior to the initial disclosure of our ownership stake in Genco, the closing price of a Common Share was $14.66.
On November 21, 2025, the last trading day prior to public announcement of our Initial Proposal, the closing price of a Common Share was $17.90. Our Initial Proposal’s offer price of $20.60 per Common Share in cash represented a 15% premium to the November 21, 2025 closing price and a 23% premium to the volume-weighted average price of Genco’s shares for each of the 30-day and 90-day periods ending November 21, 2025. On March 5, 2026, the last trading day prior to the date of our Proposal, the closing price of a Common Share was $23.16. The $23.50 offer price of the Proposal and the Offer Price in this Offer represents a 31% premium to the closing price of a Common Share on November 21, 2025, the last trading day prior to public announcement of our Initial Proposal.
On May 1, 2026, the last trading day prior to the date of this Offer to Purchase, the closing price of a Share was $24.53. Genco shareholders are encouraged to obtain a recent quotation for the Shares before deciding whether or not to tender your Shares.
Whom can I talk to if I have questions about the Offer?
You can call the Information Agent or the Dealer Manager for the Offer.
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The Information Agent for the Offer is:
Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Banks and Brokerage Firms, Please Call: (212) 297-0720
Shareholders and All Others Call Toll-Free: (855) 305-0857
E-mail: info@okapipartners.com
The Dealer Manager for the Offer is:
DNB Carnegie, Inc.
30 Hudson Yards, 81 st Floor
New York, NY 10001
(212) 681-3800
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To the Holders of Common Shares and Associated Preferred Stock Purchase Rights of Genco:
INTRODUCTION
4 Dragon Merger Sub Inc., a corporation organized under the laws of the Marshall Islands (the “ Purchaser ”) and a direct wholly-owned subsidiary of Diana Shipping Inc., a corporation organized under the laws of the Marshall Islands (together with its subsidiaries, “ Diana ,” “ we ,” “ our ” or “ us ”), is offering to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the “ Common Shares ”), of Genco Shipping & Trading Limited, a corporation organized under the laws of the Marshall Islands (“ Genco ”) (including the associated preferred stock purchase rights (the “ Rights ”, and together with the Common Shares, the “ Shares ”) issued pursuant to the Shareholder Rights Agreement, dated October 1, 2025 (as amended by that First Amendment, dated November 10, 2025, and as it may be further amended or supplemented from time to time, the “ Rights Agreement ”), by and between Genco and Computershare Inc., as Rights Agent), other than shares held in treasury by Genco, at $23.50 per Share, net to the seller in cash, without interest and less any required withholding taxes (the “ Offer Price ”), upon the terms and subject to the conditions set forth in this offer to purchase (as it may be amended or supplemented from time to time, this “ Offer to Purchase ”) and the related letter of transmittal that accompanies this Offer to Purchase (as it may be amended or supplemented from time to time, the “ Letter of Transmittal ,” and together with this Offer to Purchase, the “ Offer ”).
Shareholders with Shares registered in their own names and who tender directly to Computershare Trust Company, N.A., the depositary for the Offer (the “ Depositary ”), will not have to pay brokerage fees, commissions or similar expenses. Shareholders with Shares held in street name by a broker, dealer, bank, trust company or other nominee should consult with their nominee to determine whether such nominee will charge a fee for tendering Shares on their behalf. Except as set forth in Instruction 6 of the Letter of Transmittal, shareholders will not be obligated to pay transfer taxes on the sale of Shares pursuant to the Offer. We will pay all charges and expenses of the Depositary and Okapi Partners LLC, our information agent for the Offer (the “ Information Agent ”), incurred in connection with their services in such capacities in connection with the Offer. See “ The Offer — Section 17 — Fees and Expenses .”
THIS OFFER IS NOT SUBJECT TO ANY FINANCING CONDITION. Diana has the financial resources available to meet its commitments in connection with the Offer and the second-step merger and will have sufficient funds to pay the Offer Price for all Shares held by shareholders of Genco other than Diana.
Consummation of the Offer is conditioned, among other things, upon the following conditions:
(i)
Genco shall have entered into a definitive merger agreement with Diana and the Purchaser substantially in the form of the merger agreement attached to this Offer to Purchase as Annex A (the “ Diana/Genco Merger Agreement ”), with (A) changes required to reflect a Top-Up Option, (B) changes required to reflect completion of the Offer followed by a second-step merger under Section 96 of the Marshall Islands Business Corporations Act (the “ BCA ”), (C) disclosure schedules provided by Genco that are reasonably acceptable to us, and (D) any other changes mutually agreed between Diana and Genco (the foregoing, the “ Merger Agreement Condition ”). Satisfaction of this condition is solely within the control of Genco and the members of the Genco Board.
(ii)
Genco shareholders shall have validly tendered and not withdrawn prior to the expiration of the Offer at least that number of Shares that, together with the Shares already owned by Diana, constitutes at least a majority of the then-outstanding Shares on a fully diluted basis (which includes all Shares issuable upon the exercise, conversion, exchange or settlement of any options, rights, awards or securities that are exercisable for, settled in or convertible into Shares then outstanding regardless of whether or not then vested, convertible or exercisable).
(iii)
Either (A) the Rights Agreement shall have been validly terminated and all of the Rights shall have been redeemed or (B) the Rights Agreement shall have been otherwise made inapplicable to the Offer, the transactions contemplated by the Diana/Genco Merger Agreement (including the second-step merger), and Diana and its affiliates (the foregoing, the “ Poison Pill Removal Condition ”). Satisfaction of this condition is solely within the control of Genco and the members of the Genco Board.
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(iv)
The Genco Board shall have validly approved the Diana/Genco Merger Agreement and the transactions contemplated by the Diana/Genco Merger Agreement (including the second-step merger) for purposes of Article M of Genco’s Amended and Restated Articles of Incorporation (as amended and in effect, the “ Genco Articles of Incorporation ”), which prohibits Genco from entering into any transaction, agreement, or arrangement with any shareholder of the Genco (such as Diana) without the approval of either a majority of the Genco Board (excluding any directors that have or are designated by a party that has a material interest in the transaction) or the holders of a majority of the then-outstanding shares of capital stock of Genco (excluding any Genco shareholders that have a material interest in the transaction) such that Article M of the Genco Articles of Incorporation would not prohibit, restrict, or apply to the Diana/Genco Merger Agreement or the transactions contemplated by the Diana/Genco Merger Agreement (including the second-step merger) (the foregoing, the “ Affiliate Transaction Condition ”). Satisfaction of this condition is solely within the control of Genco and the members of the Genco Board.
(v)
Any applicable mandatory waiting period, clearance or affirmative approval of any governmental body, agency or authority required to consummate the Offer and the second-step merger shall have expired or been obtained.
(vi)
No governmental authority shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of making the Offer or the second-step merger illegal or otherwise restricting, preventing or prohibiting consummation of the Offer or the second-step merger.
(vii)
There shall not have occurred any event, circumstance, change, development or effect that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in “ The Offer — Section 14 — Conditions of the Offer” ).
(viii)
Genco shall not have taken any action or actions that would have constituted a breach in any material respect of the interim operating provisions set forth in Section 6.1 of the Diana/Genco Merger Agreement as if such agreement had been entered into as of the date of this Offer.
The proposed Diana/Genco Merger Agreement also contains other closing conditions to the Offer and the second-step merger. Please see the sections of this Offer to Purchase entitled “ The Offer — Section 14 — Conditions of the Offer ”, “ The Offer — Section 11 — Background of the Offer; Other Transactions with Genco ” and “ The Offer — Section 12 — Purpose of the Offer and the Merger; Plans for Genco; Statutory Requirements; Approval of the Merger .”
SATISFACTION OF EACH OF THE MERGER AGREEMENT CONDITION, THE POISON PILL REMOVAL CONDITION, AND THE AFFILIATE TRANSACTION CONDITION IS SOLELY WITHIN THE CONTROL OF GENCO AND THE MEMBERS OF THE GENCO BOARD.
There were 43,317,810 Common Shares outstanding as of February 18, 2026, as set forth in the Genco Form 10-K. As of the date of this Offer to Purchase, Diana beneficially owns 6,413,151 Common Shares which, based on the information set forth in the Genco Form 10-K including regarding outstanding stock options (assuming a weighted-average exercise price of $9.91 per Share), restricted stock unit and performance based-vesting restricted stock unit awards in respect of the Common Shares (and assuming none of the Rights have been exercised), represents approximately 14.5% of the total Shares on a fully diluted basis (which includes all Common Shares issuable upon the exercise, conversion, exchange or settlement of any options, rights, awards or securities that are exercisable for, settled in or convertible into Common Shares then outstanding regardless of whether or not then vested, convertible or exercisable).
The purpose of the Offer is for Diana to acquire control of Genco and ultimately all of the outstanding Shares. The Offer, as the first step in the acquisition of Genco, is intended to facilitate the acquisition of Genco as promptly as practicable and, if the Offer is completed, Diana intends to acquire the remaining Shares at the Offer Price as promptly as practicable following completion of the Offer through the second-step merger described below.
The Offer is conditioned upon entering into a definitive merger agreement with Genco, which, among other things, would provide for Genco issuing to Diana and Purchaser an irrevocable option (the “ Top-Up
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Option ”) to purchase from Genco, at any time following the initial acceptance for payment by Purchaser of Shares pursuant to the Offer and prior to the earlier of the consummation of the second-step merger described below and the termination of such merger agreement, at a price per Share equal to the Offer Price, a number of Shares (the “ Top-Up Shares ”) equal to the number of Shares that, when added to the number of Shares owned by Diana and its subsidiaries at the time of exercise of the Top-Up Option, constitutes one share more than 90% of the number of Shares that would be outstanding immediately after the issuance of all Top-Up Shares on a fully diluted basis(for this purpose, including (A) all Shares issuable upon the exercise, conversion, exchange or vesting of any options, rights, awards and securities that vest into or are exercisable for or convertible into Shares then outstanding regardless of whether or not then vested, convertible or exercisable, and (B) the Top-Up Shares issued pursuant to the Top-Up Option) such that Diana may consummate a second-step merger pursuant to Section 96 of the Marshall Islands Business Corporations Act (the “ BCA ”). Under Section 96 of the BCA, any Marshall Islands corporation owning at least ninety percent (90%) of the outstanding shares of each class of another Marshall Islands corporation may merge the other corporation into itself without the approval of the shareholders of any such corporation. The aggregate purchase price payable for the Top-Up Shares will be determined by multiplying the number of Top-Up Shares by the Offer Price. Such purchase price may be paid by Diana or Purchaser, at Diana’s election, either (i) entirely in cash, by wire transfer of same-day funds, (ii) by payment in cash of no less than the par value of $0.01 per Share and payment of the balance by executing and delivering to Genco a promissory note (with full recourse to Diana in the event of delivery of such promissory note by Purchaser) having a principal amount equal to the difference between the purchase price and the aggregate par value of the Top-Up Shares or (iii) any combination thereof.
Diana intends, following completion of the Offer and the purchase of the Top-Up Shares, to consummate a second-step merger pursuant to Section 96 of the BCA. The purpose of the second-step merger is to acquire all of the outstanding Shares not acquired pursuant to the Offer and the purchase of the Top-Up Shares. In the second-step merger, each remaining outstanding Share (other than Shares held in treasury by Genco and Shares owned by Diana and its wholly-owned subsidiaries) would be converted into the right to receive the same amount of cash as is received by Genco shareholders pursuant to the Offer. After the second-step merger, Diana will own all of the outstanding Shares, and Genco will be a wholly-owned direct subsidiary of Diana (as further described herein, such merger, the “ Merger ”). See the sections of this Offer to Purchase entitled “ The Offer — Section 12 — Purpose of the Offer and the Merger; Plans for Genco; Statutory Requirements; Approval of the Merger. ” However, in the event that we enter into a definitive merger agreement with Genco that does not provide for a tender offer, we reserve the right to terminate the Offer, in which case the Shares would, upon consummation of such merger, be converted into the consideration negotiated by us and Genco and specified in such definitive merger agreement.
We are seeking to enter into a definitive agreement for the acquisition of Genco by Diana, and are prepared to engage with Genco immediately. On November 24, 2025, we made an initial proposal to the Board of Directors of Genco (the “ Genco Board ”) to acquire all of the outstanding Shares that Diana did not already own for a price of $20.60 per share in cash. On March 6, 2026, we increased the offer price for our proposal to $23.50 per Share (this March 2026 proposal, our “ Proposal ”). We are making the Offer directly to the Genco shareholders to ensure that they have the full terms of our Proposal as set out in this Offer to Purchase.
Subject to applicable law, we reserve the right to amend the Offer in any respect (including amending the Offer Price). In addition, in the event that we enter into a merger agreement with Genco and such merger agreement does not provide for a tender offer, we reserve the right to terminate the Offer, in which case the Shares would, upon consummation of such merger, be converted into the right to receive the consideration negotiated by us and Genco and specified in such merger agreement.
No dissenters’ or appraisal rights are available in connection with the Offer or the Merger. See “ The Offer — Section 15 — Certain Legal Matters; Regulatory Approvals; Appraisal Rights .”
In the event the Offer is terminated or not consummated, we may purchase additional Shares. Such purchases may be made in the open market or through privately negotiated transactions, tender offers or otherwise. Any such purchases may be on the same terms as, or on terms more or less favorable to Genco
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shareholders than, the terms of the Offer. Any possible future purchases by us will depend on many factors, including the results of the Offer, our business and financial position and general economic and market conditions.
This Offer to Purchase and the Letter of Transmittal contain important information, and you should carefully read both in their entirety before you make a decision with respect to the Offer.
THE OFFER
1. Terms of the Offer.
Upon the terms and subject to the conditions of the Offer (including, if we extend or amend the Offer, the terms and conditions of any such extension or amendment), we will accept for payment and pay for all Shares validly tendered prior to the Expiration Date (as defined herein) and not previously validly withdrawn in accordance with “ The Offer — Section 14 — Conditions of the Offer. ” “ Expiration Date ” means 5:00 p.m., New York City time, on June 2, 2026, unless extended, in which event “ Expiration Date ” means the time and date at which the Offer, as so extended, shall expire.
The Offer is subject to the conditions set forth in “ The Offer — Section 14 — Conditions of the Offer .” If any such condition is not satisfied, we may: (i) terminate the Offer and return all tendered Shares to tendering shareholders; (ii) extend the Offer and, subject to withdrawal rights as set forth in “ The Offer — Section 4 — Withdrawal Rights, ” retain all such Shares until the expiration of the Offer as so extended; (iii) to the extent permitted by applicable law, waive such condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered prior to the Expiration Date and not validly withdrawn; or (iv) delay acceptance of Shares for payment or payment for Shares, subject to applicable law, until satisfaction or waiver of the conditions to the Offer.
Subject to any applicable rules and regulations of the U.S. Securities and Exchange Commission (the “ SEC ”), we expressly reserve the right, but not the obligation, in our sole discretion, at any time and from time to time, to extend the period during which the Offer is open for any reason by giving oral or written notice of the extension to the Depositary and by making a public announcement of the extension. During any extension, all Shares previously tendered and not validly withdrawn will remain subject to the Offer and subject to the right of a tendering shareholder to withdraw Shares.
If we decrease the percentage of Shares being sought or increase or decrease the consideration to be paid for Shares pursuant to the Offer and the Offer is scheduled to expire at any time before the expiration of a period of 10 business days from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified below, the Offer shall be extended until the expiration of such ten business day period. If we make any other material change in the terms of or information concerning the Offer or waive a material condition of the Offer, we will extend the Offer, to the extent required by applicable law, for a period sufficient to allow you to consider the amended terms of the Offer. In a published release, the SEC has stated that, in its view, an offer must remain open for a minimum period of time following a material change in the terms of such offer. Such release states that an offer should remain open for a minimum of 5 business days from the date the material change is first published, sent or given to shareholders, and that if material changes are made with respect to information that approaches the significance of price and number of shares tendered for, a minimum of 10 business days may be required to allow adequate dissemination and investor response.
On April 16, 2026, the Office of Mergers and Acquisitions of the Division of Corporation Finance issued an exemptive order permitting a tender offer for any class of equity securities to remain open for a minimum of 10 business days so long as certain conditions are met, including that the tender offer is made pursuant to the terms of a negotiated merger agreement with the subject company. In addition, under the exemptive order, if there is an increase or decrease to the percentage of securities being sought or an increase or decrease the consideration to be paid for such securities, in each case pursuant to such a tender offer and the tender offer is scheduled to expire at any time before the expiration of a period of 5 business days from, and including, the date that notice of such increase or decrease is first published, sent or given to stockholder, the tender offer need be extended only until the expiration of such 5 business day period. Finally, under the exemptive order, if there are any other material changes in the terms of such tender offer, the
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tender offer must remain open for a minimum period of time of only 2 business days following a material change in the terms of such offer. We may be permitted to comply with the shorter time periods provided for in the exemptive order in the event that we enter into a definitive merger agreement with Genco.
“ Business day ” for the purposes of the Offer means any day, other than Saturday, Sunday or a U.S. federal holiday, and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.
If we extend the Offer, are delayed in accepting Shares for payment or in paying for Shares or are unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain all Shares tendered on our behalf, and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as provided in “ The Offer — Section 4 — Withdrawal Rights. ” Our reservation of the right to delay acceptance of Shares for payment or payment for Shares is subject to applicable law, which requires that we pay the consideration offered or return the Shares deposited by or on behalf of shareholders promptly after the termination or withdrawal of the Offer.
Any extension, delay, termination, waiver or amendment of the Offer will be followed promptly by a public announcement thereof. In the case of an extension of the Offer, we will issue a press release announcing such Extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.
Under Rule 14d-5 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), we are entitled to make a request to Genco for the use of its shareholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the Letter of Transmittal will be mailed to record holders of Shares whose names appear on Genco’s shareholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the shareholder list, or if applicable, who are listed as participants in a clearing agency’s security position listing.
2. Acceptance for Payment and Payment for Shares.
Upon the terms and subject to the conditions of the Offer (including, if we extend or amend the Offer, the terms and conditions of any such extension or amendment), we will accept for payment and pay for all Shares validly tendered before the Expiration Date and not validly withdrawn, promptly after the Expiration Date. We expressly reserve the right, in our sole discretion, but subject to applicable laws, to delay acceptance of Shares for payment and thereby delay payment for Shares in order to comply with applicable laws or if any of the conditions referred to in “ The Offer — Section 14 — Conditions of the Offer ” have not been satisfied or if any event specified in such Section has occurred. Subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, we reserve the right, in our sole discretion and subject to applicable law, to delay the acceptance for payment or delay payment for Shares until satisfaction of all conditions to the Offer. For a description of our right not to accept for payment or pay for Shares or to delay acceptance of, or payment for, Shares, see “ The Offer — Section 14 — Conditions of the Offer. ”
We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of: (i) certificates for such Common Shares (or a confirmation of a book-entry transfer of such Common Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in “ The Offer — Section 3 — Procedure for Tendering Shares; Book-Entry Transfer ”)) and, if certificates have been issued in respect of Rights prior to the Expiration Date, certificates representing the associated Rights; (ii) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or Agent’s Message (as defined in “ The Offer — Section 3 — Procedures for Tendering Shares; Book-Entry Transfer ”) in lieu of a Letter of Transmittal; and (iii) any other required documents. For a description of the procedure for tendering Shares pursuant to the Offer, see “ The Offer — Section 3 — Procedure for Tendering Shares. ” Accordingly, payment may be made to tendering shareholders at different times if delivery of the Shares and other required documents occurs at
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different times. Under no circumstances will we pay interest on the consideration paid for tendered Shares, regardless of any extension of or amendment to the Offer or any delay in making such payment.
For purposes of the Offer, we will be deemed to have accepted for payment tendered Shares when, as, and if we give oral or written notice of our acceptance to the Depositary.
We will pay the same per Share consideration pursuant to the Offer to all shareholders. The per Share consideration paid to any shareholder pursuant to the Offer will be the highest per Share consideration paid to any other shareholder pursuant to the Offer.
We reserve the right to transfer or assign, in whole or in part from time to time, to one or more of our affiliates the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and accepted for payment.
If any tendered Shares are not accepted for payment pursuant to the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned (or in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained at the Book-Entry Transfer Facility), without expense to you, promptly following the expiration or termination of the Offer.
3. Procedure for Tendering Shares.
Valid Tender of Shares
In order for you to validly tender Shares pursuant to the Offer, either: (i) the Depositary must receive at one of its addresses set forth on the back cover of this Offer to Purchase (a) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or Agent’s Message (as defined herein) in lieu of a Letter of Transmittal and any other documents required by the Letter of Transmittal and (b) certificates for the Common Shares and, if certificates have been issued in respect of Rights prior to the Expiration Date, certificates representing the associated Rights, to be tendered or delivery of such Shares pursuant to the procedures for book-entry transfer described below (and a confirmation of such delivery including an Agent’s Message if the tendering shareholder has not delivered a Letter of Transmittal), in each case by the Expiration Date; or (ii) the guaranteed delivery procedure described below must be complied with.
The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility (as defined in “ The Offer — Section 3 — Procedure for Tendering Shares; Book-Entry Transfer ”), is at your sole option and risk, and your Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If certificates for Common Shares and, if certificates have been issued in respect of Rights prior to the Expiration Date, certificates representing the associated Rights, are sent by mail, we recommend registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Date. Shareholders wishing to deliver documents by hand should contact the Depositary to make arrangements for such delivery.
The valid tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, as well as your representation and warranty that: (i) you have the full power and authority to tender, sell, assign and transfer the Shares tendered, as specified in the Letter of Transmittal; and (ii) when the same are accepted for payment by the Purchaser, the Purchaser will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims.
Our acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, upon the terms and subject to the conditions of the Offer.
Book-Entry Transfer
The Depositary will establish an account with respect to the Shares for purposes of the Offer at The Depository Trust Company (the “ Book-Entry Transfer Facility ”) after the date of this Offer to Purchase.
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Any financial institution that is a participant in the Book-Entry Transfer Facility’s system may make book-entry transfer of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s account in accordance with the Book-Entry Transfer Facility’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer, the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees or an Agent’s Message and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase by the Expiration Date, or the guaranteed delivery procedure described below must be complied with. Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.
The term “ Agent’s Message ” means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a book-entry confirmation stating that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares that such participant has received, and agrees to be bound by, the terms of the Letter of Transmittal and that we may enforce such agreement against such participant.
Signature Guarantees
All signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Exchange Act) (each an “ Eligible Institution ”), unless: (i) the Letter of Transmittal is signed by the registered holder of the Shares tendered therewith and such holder has not completed the box entitled “Special Payment Instructions” on the Letter of Transmittal; or (ii) such Shares are tendered for the account of an Eligible Institution. See the Instructions of the Letter of Transmittal.
If the certificates for Common Shares or a certificate, if any, representing the associated Rights, are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made or certificates for Shares not tendered or not accepted for payment are to be returned to a person other than the registered holder of the certificates surrendered, the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed as aforesaid. See the Instructions of the Letter of Transmittal.
Guaranteed Delivery
If you wish to tender Shares pursuant to the Offer and cannot deliver such Shares and all other required documents to the Depositary by the Expiration Date or cannot complete the procedure for delivery by book-entry transfer on a timely basis, you may nevertheless tender such Shares if all of the following conditions are met:
(i)
such tender is made by or through an Eligible Institution;
(ii)
a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by us is received by the Depositary, as provided below, by the Expiration Date; and
(iii)
the certificates for such Common Shares and, if certificates have been issued in respect of Rights prior to the Expiration Date, certificates representing the associated Rights (or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) together with any required signature guarantee or an Agent’s Message and any other required documents, are received by the Depositary by the close of business on the business day after the date of execution of the Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered or transmitted by email or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery.
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Backup Withholding
Under U.S. federal income tax laws, payments made to a U.S. Holder (as defined in “ The Offer — Section 5 — Certain U.S. Federal Income Tax Consequences ”) in exchange for Shares pursuant to the Offer or second-step merger may be subject to “backup withholding” unless such U.S. Holder: (i) provides a correct taxpayer identification number (“ TIN ”) (which, for an individual, is the shareholder’s Social Security number) and any other required information; or (ii) is a corporation or is within certain other exempt categories and, when required, demonstrates this fact, and in each case of (i) or (ii), otherwise complies with applicable requirements of the backup withholding rules. A U.S. Holder that does not provide a correct TIN may be subject to penalties imposed by the Internal Revenue Service (the “ IRS ”). To avoid backup withholding of U.S. federal income tax on payments made pursuant to the Offer or second-step merger, each U.S. Holder should complete and return the IRS Form W-9 included with the Letter of Transmittal. Each Non-U.S. Holder (as defined in “ The Offer — Section 5 — Certain U.S. Federal Income Tax Consequences ”) should complete and submit an applicable IRS Form W-8, which can be obtained from the Depositary or at https://www.irs.gov. For a more detailed discussion of backup withholding, see Instruction 8 of the Letter of Transmittal and “ The Offer — Section 5 — Certain U.S. Federal Income Tax Consequences .”
Appointment of Proxy
By executing a Letter of Transmittal (or a manually signed facsimile thereof), or in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal, you irrevocably appoint our designees as your attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of your rights with respect to the Shares tendered and accepted for payment by us (and any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of this Offer to Purchase). This power-of-attorney and proxy will be governed by and construed in accordance with Marshall Islands laws and applicable federal securities laws. All such powers-of-attorney and proxies are irrevocable and coupled with an interest in the tendered Shares (and such other Shares and securities). Such appointment is effective only upon our acceptance for payment of such Shares pursuant to the Offer.
Upon such acceptance for payment, all prior powers-of-attorney, proxies and consents granted by you with respect to such Shares (and such other Shares and securities) will, without further action, be revoked, and no subsequent powers-of-attorney, proxies or consents may be given (and if previously given, will cease to be effective). Our designees will be empowered to exercise all your voting and other rights with respect to such Shares (and such other Shares and securities) as they, in their sole discretion, may deem proper at any annual, special or adjourned meeting of Genco’s shareholders, or with respect to any actions by written consent in lieu of any such meeting or otherwise. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our acceptance for payment of such Shares, we or our designee must be able to exercise full voting, consent and other rights with respect to such Shares (and such other Shares and securities) (including voting at any meeting of shareholders).
The foregoing proxies are effective only upon our acceptance for payment of Shares pursuant to the Offer.
Neither this Offer to Purchase nor the Offer constitutes a solicitation of proxies for any meeting of shareholders of Genco, including a solicitation of proxies by us to be used at the 2026 Annual Meeting of Genco shareholders (the “2026 Genco Annual Meeting”) and any matter to be considered at the 2026 Genco Annual Meeting. Any such solicitation has been or will be made only pursuant to separate proxy solicitation materials complying with the requirements of Section 14(a) of the Exchange Act.
Determination of Validity
All questions as to the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto), the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our discretion. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any condition of the Offer to the extent permitted by applicable law or any defect or irregularity in the tender of any Shares of any particular shareholder, whether or not similar defects or irregularities are
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waived in the case of other shareholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with the tenders must be cured within such time as the Purchaser shall determine. None of the Purchaser, Diana or any of their respective affiliates or assigns, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.
4. Withdrawal Rights.
A shareholder may withdraw Shares that it has previously tendered pursuant to the Offer pursuant to the procedures set forth below at any time before the Expiration Date. Thereafter, tenders of Shares are irrevocable, except that they may also be withdrawn after July 6, 2026, which is the first business day after the 60th day from the commencement of the Offer, unless such Shares have already been accepted for payment by the Purchaser pursuant to the Offer. If we extend the Offer, delay acceptance for payment or payment for Shares or are unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, on our behalf, retain all Shares tendered, and such Shares may not be withdrawn except as otherwise provided in this Section 4.
For your withdrawal to be effective, a written notice of withdrawal with respect to the Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares. If the certificates evidencing Common Shares or the certificates, if any, for the associated Rights to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted before the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering shareholder) and the serial numbers shown on the particular certificates evidencing the Common Shares or associated Rights to be withdrawn, or in the case of Common Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Common Shares.
Withdrawals may not be rescinded, and Shares validly withdrawn will thereafter be deemed not validly tendered. However, withdrawn Shares may be re-tendered by again following one of the procedures described in “ The Offer — Section 3 — Procedure for Tendering Shares ” at any time before the Expiration Date.
We will determine, in our discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal. We also reserve the absolute right to waive any defect or irregularity in the withdrawal of Shares by any shareholder, whether or not similar defects or irregularities are waived in the case of any shareholder. None of the Purchaser, Diana, or any of their respective affiliates or assigns, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or waiver of any such defect or irregularity or incur any liability for failure to give any such notification.
5. Certain U.S. Federal Income Tax Consequences.
The following is a discussion of certain U.S. federal income tax consequences generally applicable to shareholders that sell their Shares for cash pursuant to the Offer or the second-step merger. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), final and temporary Treasury regulations promulgated thereunder, administrative pronouncements and judicial decisions, all as of the date hereof. Future legislative, judicial, or administrative modifications, revocations, or interpretations, which may or may not be retroactive, may result in U.S. federal income tax consequences that are significantly different from those discussed in this Offer to Purchase. This discussion is not binding on the IRS. No ruling has been or will be sought or obtained from the IRS with respect to any of the U.S. federal tax consequences discussed herein. The IRS may challenge any of the conclusions set forth below and a U.S. court may sustain such a challenge. As used in this Offer to Purchase, a “ U.S. Holder ” is any beneficial owner of Shares that is, for U.S. federal income tax purposes, (i) a citizen or an individual resident of the United States, (ii) a corporation (or other entity taxable as a corporation) organized under the laws of the United
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States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust that (a) is subject to the primary jurisdiction of a court within the United States and for which one or more U.S. persons have authority to control all substantial decisions, or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. A “ Non-U.S. Holder ” is any beneficial owner of Shares that is neither a U.S. Holder nor a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes).
If an entity, including a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes, owns Shares, the U.S. federal income tax treatment of a partner in such partnership generally will depend on the status of such partner and upon the activities of such partnership. Any partnership, or owner or partner of a partnership, that is the beneficial owner of Shares should consult its own tax advisor with respect to the consequences of the Offer and the second-step merger.
This discussion does not address any U.S. federal alternative minimum tax, U.S. federal estate, gift, or other non-income tax, or any state, local, or non-U.S. tax consequences of the Offer or the second-step merger. In addition, this discussion does not address the U.S. federal income tax consequences to certain categories of shareholders subject to special treatment under U.S. federal income tax laws, including shareholders that are (i) banks, financial institutions, or insurance companies, (ii) regulated investment companies or real estate investment trusts, (iii) brokers or dealers in securities or currencies or traders in securities that elect to apply a mark-to-market accounting method, (iv) tax-exempt entities, (v) shareholders that own Shares as part of a straddle, hedge, constructive sale, conversion transaction, or other integrated investment, (vi) shareholders that acquired Shares in connection with the exercise of employee stock options or otherwise as compensation for services, (vii) shareholders that have a “functional currency” other than the U.S. dollar, (viii) cooperatives, (ix) U.S. expatriates, (x) shareholders that own, or are deemed to own, 5% or more of the Shares, (xi) shareholders that are treated as partnerships for U.S. federal income tax purposes (or investors therein) or (xii) shareholders that are required for U.S. federal income tax purposes to conform the time of income accruals with respect to the Shares to the time of income accruals on their financial statements under Section 451 of the Code. This discussion applies only to holders that hold their Shares as capital assets, within the meaning of Section 1221 of the Code.
We recommend that you consult your own tax advisor about the particular tax consequences to you of selling your Shares pursuant to the Offer or the second-step merger (including the application and effect of any state, local or non-U.S. income and other tax laws).
U.S. Holders
A U.S. Holder’s sale of Shares pursuant to the Offer or second-step merger will be a taxable transaction to such U.S. Holder for U.S. federal income tax purposes. Accordingly, a U.S. Holder will recognize gain or loss equal to the difference, if any, between the cash received and such U.S. Holder’s adjusted tax basis in such Shares. A U.S. Holder’s adjusted tax basis will generally equal the price the U.S. Holder paid for such Shares. Any such recognized gain or loss will constitute capital gain or loss, and will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the Shares is greater than one year as of the date of the completion of the Offer or the second-step merger (as the case may be). Long-term capital gains of a non-corporate U.S. Holder generally are taxed at a preferential rate. The deductibility of capital losses is subject to limitations. Gain or loss generally will be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or second-step merger.
A U.S. Holder that is an individual, an estate or a trust that does not fall into a special class of trusts that is exempt from such tax (the “ Medicare tax ”), is subject to a 3.8% tax on the lesser of: (i) such U.S. Holder’s “net investment income” (or “undistributed net investment income” in the case of an estate or trust) for the relevant taxable year; and (ii) the excess of such U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000, depending on the individual’s circumstances). A U.S. Holder’s net investment income generally includes its net gains recognized upon a sale of Shares pursuant to the Offer or second-step merger, unless such net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). A U.S. Holder that is an individual, estate or trust should
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consult its own tax advisor regarding the applicability of the Medicare tax to any gains in respect of the sale of the Shares pursuant to the Offer or second-step merger.
Non-U.S. Holders
Subject to the discussion below regarding backup withholding, a Non-U.S. Holder that sells Shares pursuant to the Offer or second-step merger generally will not be subject to U.S. federal income tax on any gain recognized on the disposition unless (i) such Non-U.S. Holder is an individual who is present in the United States for 183 or more days during the taxable year of the completion of the Offer or second-step merger (as applicable) and certain other conditions are met or (ii) the gain is effectively connected with the conduct of a trade or business in the United States by such Non-U.S. Holder.
A Non-U.S. Holder that is an individual and has been present in the United States for 183 or more days during the taxable year of the completion of the Offer or second-step merger (as the case may be) and satisfies certain other conditions will be subject to tax at a rate of 30% (or such lower rate as may be specified in an applicable income tax treaty) on any gain recognized, which may be offset by certain U.S. source capital losses.
A Non-U.S. Holder whose gain is effectively connected with the conduct of a trade or business in the United States by such Non-U.S. Holder will be subject to U.S. federal income tax on any gain recognized on a net basis in the same manner as a U.S. Holder, unless otherwise provided by an applicable income tax treaty. A Non-U.S. Holder that is a corporation may also be subject to a branch profits tax on such Non-U.S. Holder’s effectively connected income or profits at a rate of 30% (or such lower rate as may be specified in an applicable income tax treaty), subject to adjustments.
Information Reporting and Backup Withholding
Payments made pursuant to the Offer or second-step merger generally will be subject to information reporting and may be subject to backup withholding. To avoid backup withholding, each U.S. Holder should complete and return the IRS Form W-9 included with the Letter of Transmittal, certifying that (i) such U.S. Holder is a U.S. person, (ii) the TIN provided is correct and (iii) such U.S. Holder is not subject to backup withholding. Certain holders (including corporations) generally are not subject to backup withholding. A Non-U.S. Holder generally will be exempt from information reporting and backup withholding if it provides the Depositary with a properly executed applicable IRS Form W-8 certifying such Non-U.S. Holder’s non-U.S. status or by otherwise establishing an exemption.
Backup withholding is not an additional tax. Holders may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund of any excess amounts withheld by timely filing a claim for refund with the IRS. Certain penalties apply for failure to furnish correct information and for failure to include reportable payments in income. Each shareholder should consult with his or her own tax advisor as to his or her qualification for exemption from backup withholding and the procedure for obtaining such exemption.
FATCA
Under Sections 1471 through 1474 of the Code (such sections commonly referred to as “ FATCA ”), a 30% U.S. federal withholding tax may apply to certain payments made to (i) a “foreign financial institution” (as specifically defined in the Code, whether such foreign financial institution is the beneficial owner or an intermediary) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA or (y) its compliance (or deemed compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmental agreement with the United States) in a manner which avoids withholding, or (ii) a “non-financial foreign entity” (as specifically defined in the Code, whether such non-financial foreign entity is the beneficial owner or an intermediary) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA or (y) adequate information regarding certain substantial U.S. beneficial owners of such entity (if any). If a payment is subject to withholding under FATCA, an applicable withholding agent may credit the withholding under FATCA against, and therefore reduce, any other withholding tax to which such payment may be subject. Proposed U.S. Treasury regulations (upon which taxpayers may rely
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until final regulations are issued) eliminate FATCA withholding on payments of gross proceeds entirely. Holders should consult their own tax advisors regarding these requirements and whether they may be relevant to such Holder who sells Shares pursuant to the Offer or second-step merger.
THE FOREGOING DOES NOT SUMMARIZE ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES OF SELLING YOUR SHARES PURSUANT TO THE OFFER OR SECOND-STEP MERGER IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION AND EFFECT OF ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS.
6. Price Range of Shares; Dividends.
The Common Shares are listed and traded on the New York Stock Exchange (“ NYSE ”) under the symbol “GNK” The following table sets forth, for each of the calendar quarters indicated, the high and low reported sale price for the Shares on the NYSE as reported in publicly available sources.
|
|
|
High
|
|
|
Low
|
|
Fiscal Year Ending December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
|
$ |
21.23 |
|
|
|
|
$ |
15.66 |
|
|
Second Quarter
|
|
|
|
$ |
23.43 |
|
|
|
|
$ |
19.93 |
|
|
Third Quarter
|
|
|
|
$ |
22.18 |
|
|
|
|
$ |
16.28 |
|
|
Fourth Quarter
|
|
|
|
$ |
19.36 |
|
|
|
|
$ |
13.51 |
|
|
Fiscal Year Ending December 31, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
|
$ |
14.99 |
|
|
|
|
$ |
13.08 |
|
|
Second Quarter
|
|
|
|
$ |
14.75 |
|
|
|
|
$ |
11.20 |
|
|
Third Quarter
|
|
|
|
$ |
19.60 |
|
|
|
|
$ |
12.98 |
|
|
Fourth Quarter
|
|
|
|
$ |
19.46 |
|
|
|
|
$ |
15.55 |
|
|
Fiscal Year Ending December 31, 2026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
|
$ |
24.81 |
|
|
|
|
$ |
18.00 |
|
|
The Rights currently trade together with the Common Shares.
On July 16, 2025, the last trading day prior to the initial disclosure of our ownership stake in Genco, the closing price of a Share was $14.66. On November 21, 2025, the last trading day prior to public announcement of our initial non-binding proposal to acquire all of the outstanding Common Shares we did not already own for a price of $20.60 per share in cash (the “ Initial Proposal ”), the closing price of a Common Share was $17.90. Our Initial Proposal’s offer price of $20.60 per Common Share in cash represented a 15% premium to the November 21, 2025 closing price, a 21% premium to the closing price of Genco’s shares on July 17, 2025, the date of the initial disclosure of our ownership stake in Genco and a 23% premium to the volume-weighted average price of Genco’s shares for each of the 30-day and 90-day periods ending November 21, 2025.
On March 5, 2026, the last trading day prior to the date of our proposal to acquire all of the outstanding Common Shares we did not already own for a price of $23.50 per Common Share in cash (the “ Proposal ”), the closing price of a Common Share was $23.16. The $23.50 offer price of the Proposal and the Offer Price in this Offer represents a 31% premium to the closing price of a Common Share on November 21, 2025, the last trading day prior to public announcement of our Initial Proposal.
On May 1, 2026, the last trading day prior to the date of this Offer to Purchase, the closing price of a Common Share was $24.53.
According to Genco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “ Genco Form 10-K ”) and other public filings, Genco has declared the following dividends on the Common Shares during Genco’s fiscal years ended December 31, 2024 and December 31, 2025 and Genco’s fiscal quarter ended March 31, 2026:
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|
|
|
Amount Per
Common Share
|
|
Fiscal Year Ending December 31, 2024
|
|
|
|
|
|
|
|
First Quarter
|
|
|
|
$ |
0.41 |
|
|
Second Quarter
|
|
|
|
$ |
0.42 |
|
|
Third Quarter
|
|
|
|
$ |
0.34 |
|
|
Fourth Quarter
|
|
|
|
$ |
0.40 |
|
|
Fiscal Year Ending December 31, 2025
|
|
|
|
|
|
|
|
First Quarter
|
|
|
|
$ |
0.30 |
|
|
Second Quarter
|
|
|
|
$ |
0.15 |
|
|
Third Quarter
|
|
|
|
$ |
0.15 |
|
|
Fourth Quarter
|
|
|
|
$ |
0.15 |
|
|
Fiscal Year Ending December 31, 2026
|
|
|
|
|
|
|
|
First Quarter
|
|
|
|
$ |
0.50 |
|
|
According to the Genco Form 10-K, Genco’s quarterly dividend policy is based on a formulaic approach and Genco’s quarterly dividend policy and declaration and payment of dividends are subject to legally available funds, compliance with applicable laws and contractual obligations (including Genco’s credit facility) and the Genco Board’s determination that each declaration and payment is at that time in the best interests of Genco and its shareholders after review of Genco’s financial performance.
According to the Genco Form 10-K, under Genco’s quarterly dividend policy, the amount available for quarterly dividends is to be calculated based on the following formula (the “ Genco Quarterly Dividend Formula ”):
Operating cash flow
Less: Voluntary quarterly reserve
Cash flow distributable as dividends
According to the Genco Form 10-K: (i) the amount of dividends payable under the foregoing formula of Genco for each quarter of Genco of the year will be determined by Genco on a quarterly basis; (ii) for purposes of the foregoing calculation, operating cash flow is defined as voyage revenue less voyage expenses, charter hire expenses, realized gains or losses on fuel hedges, vessel operating expenses, general and administrative expenses other than non-cash restricted stock expenses, technical management fees, and interest expense other than non-cash deferred financing costs; (iii) anticipated uses for the voluntary quarterly reserve include, but are not limited to, vessel acquisitions, debt prepayments and repayments, and general corporate purposes; and (iv) in order to set aside funds for these purposes, the voluntary reserve is set on a quarterly basis in the discretion of the Genco Board and is anticipated by Genco to be based on future quarterly debt repayments and interest expense (the “ Genco Quarterly Dividend Policies ”).
According to the Genco Form 10-K: (i) the declaration and payment of any dividend or any stock repurchase is subject to the discretion of the Genco Board; (ii) the Genco Board and Genco management continue to closely monitor market developments together with the evaluation of Genco’s quarterly dividend policy in the current market environment; (iii) the principal business factors that the Genco Board expects to consider when determining the timing and amount of dividend payments or stock repurchases include Genco’s earnings, financial condition, and cash requirements at the time; (iv) Marshall Islands law generally prohibits the declaration and payment of dividends or stock repurchases other than from surplus; (v) Marshall Islands law also prohibits the declaration and payment of dividends or stock repurchases while a company is insolvent or would be rendered insolvent by the payment of such a dividend or such a stock repurchase; and (vi) heightened economic uncertainty and the potential for renewed drybulk market weakness as a result of the war in Ukraine, the Israel-Hamas war, the Houthi conflict in the Red Sea, other conflicts in the Middle East or Venezuela, and related economic conditions may result in Genco’s suspension, reduction, or termination of future quarterly dividends.
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If we acquire control of Genco as a result of this Offer, we currently intend that no dividends will be declared on the Shares after the consummation of the Offer and prior to acquisition by us of the remaining equity interest in Genco.
Please obtain a recent quotation for your Shares prior to deciding whether or not to tender.
7. Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations.
Because the Merger will be governed by Section 96 of the BCA, no shareholder vote will be required to consummate the Merger. Promptly after the consummation of the Offer, the Purchaser and Genco will consummate the Merger as soon as practicable pursuant to Section 96 of the BCA. Immediately following the Merger, all of the outstanding Shares will be held by Diana.
Possible Effects of the Offer on the Market for the Shares
If the Offer is successful, there will be no market for the Shares because the Purchaser intends to consummate the Merger as soon as practicable.
Stock Exchange Listing
The Shares are currently listed on the NYSE. Depending upon the number of the Common Shares purchased pursuant to the Offer, the Common Shares may no longer meet the requirements for continued listing on the NYSE if, among other things, Genco does not meet the NYSE’s requirements for total number of shareholders, average monthly trading volume, number of publicly-held Common Shares, or aggregate market capitalization. If the Offer and the Merger are consummated, Diana will seek to cause the listing of the Common Shares on the NYSE to be discontinued as soon as the requirements for termination of the listing are satisfied.
If the NYSE were to delist the Common Shares, it is possible that the Common Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price or other quotations of the Common Shares would be reported by other sources. The extent of the public market for such Common Shares and the availability of such quotations would depend, however, upon such factors as the number of shareholders and the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Common Shares on the part of securities firms, the possible termination of registration under the Exchange Act and other factors.
Registration Under the Exchange Act
The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application by Genco to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of the registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by Genco to its shareholders and to the SEC and would make certain of the provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement to furnish a proxy statement pursuant to Section 14(a) in connection with a shareholders’ meeting and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions, no longer applicable to the Shares. Furthermore, “affiliates” of Genco and persons holding “restricted securities” of Genco may be deprived of, or delayed in, the ability to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended. We intend to seek to cause Genco to terminate registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration of the Shares are met.
Margin Regulations
The Shares are currently “margin securities” under the regulations of the Board of Governors of the Federal Reserve System (the “ Federal Reserve Board ”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such Shares. Depending upon factors similar to those described above regarding listing and market quotations, it is possible that the Shares might no longer constitute
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“margin securities” for the purposes of the Federal Reserve Board’s margin regulations, and therefore, could no longer be used as collateral for loans made by brokers.
8. Certain Information Concerning Genco
Except as otherwise expressly set forth in this Offer to Purchase, the information concerning Genco contained in this Offer to Purchase has been taken from or based upon publicly available documents and records on file with the SEC and other public sources and is qualified in its entirety by reference thereto. None of Diana, the Purchaser or any of their respective affiliates or assigns, the Information Agent, the Dealer Manager or the Depositary takes responsibility for the accuracy or completeness of the information contained in such documents and records or for any failure by Genco to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Diana, the Purchaser or any of their respective affiliates or assigns, the Information Agent, the Dealer Manager or the Depositary. Diana, the Purchaser, the Information Agent and the Depositary have relied upon the accuracy of the information included in such publicly available documents and records and other public sources and have not made any independent attempt to verify the accuracy of such information.
Genco is a Marshall Islands corporation with principal executive offices at 299 Park Avenue, 12 th Floor, New York, New York 10171, and its telephone number is 646-443-8550.
Genco is a U.S.-based dry bulk ship owning company focused on the seaborne transportation of commodities globally. Genco transports cargoes such as iron ore, coal, grain, steel products, bauxite, cement, nickel ore among other commodities along worldwide shipping routes.
Additional Information
Genco is subject to the informational requirements of the Exchange Act, and in accordance therewith, files periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Genco is required to disclose in such proxy statements certain information, as of particular dates, concerning Genco’s directors and officers, their remuneration, stock options and other equity awards granted to them, the principal holders of Genco’s securities and any material interest of such persons in transactions with Genco. Such reports, proxy statements and other information may be read and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material can also be obtained free of charge at the website maintained by the SEC at http://www.sec.gov.
9. Certain Information Concerning Diana and the Purchaser
Diana
Diana is a Marshall Islands corporation. Diana’s principal executive offices are located at Pendelis 16, Palaio Faliro, Athens, Greece J3, 175 64, and its telephone number is +3 0-210-947-0100 .
Diana is a global provider of shipping transportation services through its ownership and bareboat charter-in of dry bulk vessels. Diana’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.
The Purchaser
The Purchaser is a direct wholly-owned direct subsidiary of Diana that was formed for the sole purpose of acquiring the Shares and consummating a subsequent merger of the Purchaser with and into Genco. The Purchaser has engaged in no business activities to date and it has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the Offer and the second-step merger.
The Purchaser was formed as a Marshall Islands corporation on May 1, 2026. The Purchaser’s principal executive offices are located at Pendelis 16, Palaio Faliro, Athens, Greece J3, 175 64, and its telephone number is +3 0-210-947-0100 .
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Except as otherwise described in this Offer to Purchase, during the 2 years before the date of this Offer to Purchase there have been no contacts, transactions, negotiations or agreements between Diana, the Purchaser, their subsidiaries, or after due inquiry and to the best of our knowledge and belief, any of the persons listed on Schedule I or Schedule II to this Offer to Purchase, and Genco or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, an exchange offer or other acquisition of Genco’s securities, an election of directors, or a sale or other transfer of a material amount of Genco’s assets.
Except as set forth in this Offer to Purchase, to Diana’s knowledge after due inquiry and to the best of our knowledge and belief, (i) during the 2 years before the date of this Offer to Purchase, there have been no transactions between Diana, the Purchaser, their subsidiaries, or to the knowledge of Diana, the Purchaser, or any of the persons listed in Schedule I or Schedule II to this Offer to Purchase, on the one hand, and Genco or any of its affiliates, on the other hand, that have an aggregate value of transactions that is more than one percent of Genco’s consolidated revenues for the fiscal year when such transaction occurred (if the transaction occurred in this fiscal year, the past portion of the current fiscal year) and (ii) during the 2 years before the date of this Offer to Purchase, there have been no transactions between Diana, the Purchaser, their subsidiaries, or to the knowledge of Diana and the Purchaser, any of the persons listed in Schedule I or Schedule II to this Offer to Purchase, on the one hand, and any of Genco’s executive officers, directors or affiliates that is a natural person, on the other hand, that have an aggregate value exceeding $60,000.
Except as set forth in this Offer to Purchase, there are no present or proposed material agreements, arrangements, understanding or relationships between Diana, the Purchaser, their respective subsidiaries, or any of the persons listed in Schedule I or Schedule II to this Offer to Purchase, on the one hand, and Genco or any of its executive officers, directors, or affiliates.
Diana beneficially owns, as of the date of this Offer to Purchase, 6,413,151 Common Shares, representing approximately 14.8% of Genco’s outstanding Common Shares (based on 43,317,810 Common Shares outstanding as of February 18, 2026, as reported in the Genco Form 10-K), all of which were acquired in ordinary open market transactions. Neither Diana nor Purchaser has effected any transaction in securities of Genco in the past 60 days. The Purchaser was formed for the purposes of acquiring the Shares and has not engaged in any other business.
Except as set forth in this Offer to Purchase, to Diana’s knowledge, after reasonable inquiry, none of the persons listed on Schedule I or Schedule II hereto beneficially owns or has the right to acquire any securities of Genco or has effected any transaction in securities of Genco during the past 60 days.
The name, country of citizenship, business address, principal occupation or employment, and 5-year employment history for each of the directors and executive officers of Diana and the Purchaser and certain other information are set forth in Schedule I and Schedule II to this Offer to Purchase. Except as described in this Offer to Purchase and in Schedule I and Schedule II hereto, none of Diana, the Purchaser or, after due inquiry and to the best knowledge and belief of Diana and the Purchaser, any of the persons listed on Schedule I or Schedule II to this Offer to Purchase, has during the last 5 years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or finding any violation of such laws.
We do not believe that our financial condition is material to your decision whether to tender Shares and accept the Offer because the Offer is being made for all Shares solely for cash. THIS OFFER IS NOT SUBJECT TO ANY FINANCING CONDITION , and as described in “ The Offer — Section 10 — Source and Amount of Funds ” below, the Purchaser, through Diana, will have sufficient funds available to purchase all Shares validly tendered into the Offer.
Available Information.
Pursuant to Rule 14d-3 under the Exchange Act, we have filed with the SEC a Tender Offer Statement on Schedule TO (the “ Schedule TO ”), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. The Schedule TO and the exhibits thereto, as well as other information filed by the Purchaser with the SEC, are available for inspection at the SEC’s Public Reference Room at 100 F Street, N.E.,
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Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or (202) 551-7900 for further information on the public reference room. Copies of such information may be obtained by mail, upon payment of the SEC’s customary charges, by writing to the SEC at 100 F Street, N.E., Washington, D.C. 20549-0213. The SEC also maintains a website at http://www.sec.gov that contains the Schedule TO and the exhibits thereto and other information that the Purchaser has filed electronically with the SEC. Additionally, requests for copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and all other related materials may be directed to the Information Agent or brokers, dealers, commercial banks and trust companies and copies will be furnished promptly at the Purchaser’s expense.
10. Source and Amount of Funds.
We do not believe that our financial condition is material to your decision whether to tender Shares and accept the Offer because the Offer is being made for all the Shares solely for cash. THIS OFFER IS NOT SUBJECT TO ANY FINANCING CONDITION and the Purchaser, through Diana, will have sufficient funds available to purchase all Shares validly tendered in the Offer.
We estimate that the total amount of cash required to complete the transactions contemplated by the Offer, the exercise of the Top-Up Option, and the Merger, including to purchase of all of the outstanding Shares in the Offer and the repayment of Genco’s outstanding indebtedness, will be approximately $1.22 billion, which would be satisfied using the proceeds of the Credit Facility (described below) and Diana’s available cash.
The estimated amount of cash required is based on Diana’s due diligence review of Genco’s publicly available information to date and is subject to change.
Based upon the combination of Diana’s financial resources and proceeds from the Credit Facility (as defined below), we will have sufficient funds to pay the Offer Price for all Shares in the Offer.
Debt Financing
Diana has entered into a commitment letter, dated as of March 6, 2026 (the “ Debt Commitment Letter ”), pursuant to which DNB (UK) Limited (“ DNB Bank ”), Nordea Bank Abp, filial i Norge (“ Nordea Bank ”), BNP Paribas S.A. (“ BNP Paribas ”), Danske Bank A/S (“ Danske Bank ”), Deutsche Bank AG (“ Deutsche Bank ”), and Standard Chartered Bank (“ Standard Chartered ” and, collectively, the “ Financing Sources ”) have committed to provide, subject to certain conditions set forth therein, financing for Diana’s acquisition of all of the Shares not held by Diana. The Debt Commitment Letter provides for a secured term loan facility of $1.102 billion for purposes of financing Diana’s acquisition of all of the Shares not held by Diana and the repayment of Genco’s outstanding indebtedness (the “ Credit Facility ”). On March 10, 2026, Diana filed an amendment to its Schedule 13D (as defined below) with the SEC disclosing a copy of the Debt Commitment Letter relating to the Credit Facility. Diana has also obtained a commitment from the Financing Sources for an additional $331 million related to a voluntary refinancing of Diana’s existing debt. The refinancing of the Diana debt is not a condition to the Offer or the availability of the Credit Facility.
The Credit Facility will be incurred by Diana and will be secured by the vessels of Genco, subject to customary exceptions. The Credit Facility will be guaranteed by Genco and all vessel-owning subsidiaries and intermediate companies of Genco, subject (in each case) to certain exceptions. The Credit Facility will mature 5 years from the utilization of the facility amount. Loans borrowed under the Credit Facility will accrue interest based on Term SOFR (secured overnight financing right) plus a margin of 2.25%. The Credit Facility is subject to customary closing conditions, including the consummation of the transactions contemplated by the Diana/Genco Merger Agreement.
The Credit Facility will include customary representations and warranties and affirmative covenants. It will also include customary vessel covenants including restrictions on the ability of Diana and its subsidiaries (which will include Genco and its subsidiaries following the closing of the Offer) to dispose of vessels. The Credit Facility will also include (i) a minimum free liquidity financial covenant requiring Diana and its subsidiaries to have cash on hand at all times to be at least the higher of (x) $20 million and (y) $500,000 times the number of fleet vessels, (ii) a market value adjusted net worth financial covenant requiring Diana to have a market value at all times greater than or equal to $200 million and (iii) an equity ratio financial
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covenant requiring the ratio of market value adjusted net worth of Diana and its subsidiaries to market value adjusted total assets at all times be greater than 25%. In addition, the Credit Facility will include customary events of default including failure to make payments, inaccuracy of representations or warranties, failure to comply with covenants or the occurrence of a change of control of Diana. The Financing Sources’ commitment in respect of the Credit Facility under the Debt Commitment Letter expires on June 30, 2026, unless extended.
11. Background of the Offer; Other Transactions with Genco
The following chronology summarizes the key meetings and events that led to the Offer. The following chronology does not purport to catalogue every conversation or correspondence by and among Diana, Genco, and their respective board members, executives, representatives, and other parties.
Commencing in June 2024, Diana and Genco engaged in periodic discussions regarding a potential transaction involving the contribution of certain Diana vessels to Genco in exchange for Common Shares. Such discussions did not lead to a transaction as the parties ultimately failed to agree on the key terms of any proposed transaction.
During the period from April 23, 2025 through July 17, 2025, Diana acquired 3,315,902 Common Shares in open market transactions for investment purposes. On July 17, 2025, Diana filed a statement on Schedule 13D (its “ Schedule 13D ”) with the SEC disclosing that Diana was then the beneficial owner of 3,315,902 Common Shares, representing approximately 7.72% of the outstanding Common Shares.
During the period from July 23, 2025 through July 31, 2025, Diana acquired 975,390 additional Common Shares in open market transactions. On July 31, 2025, Diana filed an amendment to its Schedule 13D with the SEC disclosing that Diana was then the beneficial owner of 4,291,292 Common Shares, representing approximately 9.99% of the outstanding Common Shares.
On September 29, 2025, Diana acquired 2,121,859 additional Common Shares in an open market transaction. On September 30, 2025, Diana filed an amendment to its Schedule 13D with the SEC disclosing its beneficial ownership of 6,413,151 Common Shares, representing approximately 14.93% of the outstanding Common Shares.
On October 1, 2025, Genco announced that the Genco Board had adopted the Rights Agreement (a “poison pill”). Under the terms of the poison pill, in the event any person or group acquires beneficial ownership of 15% or more of the outstanding Common Shares, the poison pill would be triggered and dilute the acquiring person’s (or group’s) ownership stake by allowing other Genco shareholders to purchase additional Common Shares from Genco at a steep discount. For this purpose, the poison pill treated a person holding a derivative contract tied to the Common Shares as the holder of the actual Common Shares, whether or not the derivative contract entitled its holder to vote those Common Shares. The Genco Board did not seek shareholder approval for the adoption of the poison pill nor did Genco disclose whether a committee of independent directors had recommended the adoption of the poison pill by the Genco Board.
On November 10, 2025, Genco made a filing with the SEC in which it disclosed that the Genco Board had amended the poison pill to lower the triggering threshold from 15% to 10%. Under the terms of this amended poison pill, if any Genco shareholder were to sell even one additional Common Share to Diana, the poison pill would be triggered. The Genco Board again did not seek shareholder approval for this amendment to the poison pill nor did Genco disclose whether a committee of independent directors had recommended the amendment to the Genco Board.
On November 24, 2025, Diana submitted to the Genco Board a non-binding proposal (the “ Initial Proposal ”) to acquire all of the outstanding Common Shares of Genco it did not already own for a price of $20.60 per Common Share in cash. As of the date of the Initial Proposal, the offer price represented a 15% premium to the closing price of the Common Shares on November 21, 2025, a 21% premium to the closing price of the Common Shares on July 17, 2025 (the date of Diana’s initial disclosure in its Schedule 13D of its ownership stake in Genco), and a 23% premium to the volume-weighted average price of the Common Shares for each of the 30-day and 90-day periods ending November 21, 2025. The Initial Proposal was accompanied by a letter issued by DNB Carnegie, Inc. (“ DNB Carnegie ”) and Nordea Bank, two leading
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Norwegian lenders, in which those lenders indicated that they were highly confident that, in connection with the proposed transaction, they could structure and syndicate debt facilities of up to an aggregate of US$1,102,000,000.
Also on November 24, 2025, Genco confirmed its receipt of the Initial Proposal in a press release, stating that it would carefully review and evaluate the proposed terms.
On November 28, 2025, Genco sent a letter to Diana confirming its receipt of the Initial Proposal and reiterating that the Genco Board would fully evaluate the Initial Proposal and respond in due course.
On December 10, 2025, more than two weeks after Diana submitted the Initial Proposal, Diana sent a follow-up letter to Genco reiterating Diana’s desire to amicably engage and negotiate the terms of Diana’s Proposal to provide immediate liquidity to Genco’s shareholders. Later that day, Genco responded to Diana, indicating that the Genco Board had formed a committee of independent directors to evaluate the Initial Proposal and that the committee was in the process of engaging an investment bank as financial advisor to assist Genco in evaluating the Initial Proposal. Genco’s response did not indicate whether a conflict of interest on the part of any director or officer, or some other factor, necessitated the formation by the Genco Board of an independent committee.
On December 17, 2025, more than three weeks after Diana submitted the Initial Proposal, a representative from Jefferies LLC (“ Jefferies ”) called a representative from DNB Carnegie, the financial advisor to Diana, to inform the representative of DNB Carnegie that Jefferies had been retained as Genco’s financial advisor in connection with the Initial Proposal. The representative of Jefferies refused to provide an anticipated timeframe for Genco’s review or response to the Initial Proposal.
On December 26, 2025, more than one month after Diana submitted the Initial Proposal, Diana received a letter from Genco noting that Genco had engaged Jefferies as financial advisor and Herbert Smith Freehills Kramer LLP (“ HSF Kramer ”) as Genco’s legal counsel. This December 26 th letter, as with Genco’s prior letters, did not contain any information or feedback regarding the terms of Diana’s Proposal. Except for the conversation held by representatives of DNB Carnegie and Jefferies on December 17, 2025 described above, neither Jefferies nor HSF Kramer ever reached out to representatives of DNB Carnegie, Fried, Frank, Harris, Shriver & Jacobson LLP (“ Fried Frank ”) or Seward & Kissel LLP (“ Seward ”), counsel to Diana, to discuss or seek clarification regarding the terms of Diana’s Proposal.
On January 8, 2026, 45 days after Diana submitted the Initial Proposal, Genco sent a letter (the “ Genco Response Letter ”) to Diana rejecting the Initial Proposal, without engaging with Diana on the terms of Diana’s Proposal or making any counterproposal for an acquisition of Genco. Genco’s response included an express refusal to pursue any discussions with Diana regarding its Proposal. The Genco Response Letter did indicate that Genco would be prepared to discuss an acquisition of Diana by Genco, but it failed to include any substantive terms for such a transaction other than that the combined company would be led by the Genco Board and management team. Although the Genco Response Letter indicated that the rejection of the Diana Proposal was based on the recommendation of an independent committee of the Genco Board, Genco again failed to disclose the conflict of interest or other factors necessitating the formation of this committee.
On January 13, 2026, Diana issued a press release expressing its disappointment with Genco’s refusal to enter into any discussions, raise any specific questions, or seek any clarification regarding the Initial Proposal.
Also on January 13, 2026, Genco issued a press release of its own, publicly rejecting the Initial Proposal.
On January 16, 2026, after Genco rejected Diana’s Proposal, refused to engage with Diana regarding the Initial Proposal, and failed to make any counterproposal to Diana for an acquisition of Genco, Diana submitted to Genco a notice nominating a slate of six highly qualified director nominees for election to the Genco Board. Diana’s notice included proposals to be voted on at the 2026 Genco Annual Meeting to repeal any amendments Genco may make to its by-laws and for Genco, following the 2026 Genco Annual Meeting, to conduct a process to explore strategic alternatives to maximize shareholder value. From the date the notice was submitted to the date of this Offer to Purchase, neither Genco nor their counsel have disputed that the notice is valid or complete.
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Also on January 16, 2026, Genco issued a press release stating that Genco’s engagement on the Initial Proposal was not warranted and restating its apparent determination — again, without offering any substantive terms — that Genco acquiring Diana would create value for both companies’ shareholders.
On February 4, 2026, a representative of HSF Kramer sent an email to representatives of Fried Frank indicating that members of the Genco Board’s Nominating and Corporate Governance Committee would be available to interview Diana’s nominees on specified dates proposed by Genco.
On February 9, 2026, a representative of Fried Frank responded to representatives of HSF Kramer that Diana believed (1) it would be more productive for representatives of Genco and representatives of Diana to meet in person on the dates proposed by Genco in order for the parties to engage constructively on the terms of Diana’s Proposal, (2) such a meeting would better fulfill the independent directors’ fiduciary duties to Genco shareholders than spending their time meeting with Diana’s nominees, and (3) there is a conflict of interest in having current directors interview Diana’s nominees who would replace them.
On February 11, 2026, a representative of HSF Kramer replied to representatives of Fried Frank, rejecting Diana’s offer to meet or to discuss the terms of any proposed acquisition of Genco.
On February 13, 2026, in a filing with the SEC, Genco disclosed that it had adopted a new plan, which it referred to as an “Employee Retention Plan,” intended to enhance Genco’s severance arrangements “for a broad group of employees across multiple organizational levels.” The SEC filing did not identify the plan participants (other than Chairman, Chief Executive Officer and President, John C. Wobensmith, Chief Financial Officer, Peter Allen, Chief Commercial Officer, Jesper Christensen, and Chief Accounting Officer, Joseph Adamo) or the full cost of the enhanced severance to Genco or its shareholders.
On March 6, 2026, Diana submitted to the Genco Board an increased proposal (the “ Proposal ”) to acquire all of the outstanding Common Shares of Genco it did not already own for a price of $23.50 per Common Share in cash. This increased offer price represents a 31% premium to the closing price of Common Stock on November 21, 2025, the last trading day prior to Diana’s submission of the Initial Proposal to the Genco Board, an implied dividend yield of 9.1% and 8.3% based on consensus of analyst estimates of dividends per Common Share for 2026 and 2027, respectively, and a price/net asset value ratio of 1.0x based on the net asset value estimated by Clarksons Securities (adjusted for Genco’s fourth quarter 2025 dividend announced on February 17, 2026).
In connection with the submission of the Revised Proposal, Diana secured $1.433 billion of fully committed financing, arranged by DNB Carnegie and Nordea Bank, with participation from leading international banks, including DNB Bank, Nordea Bank, BNP Paribas, Standard Chartered, Deutsche Bank and Danske Bank. $1.102 billion of this financing was to be used to purchase Shares held by the Genco shareholders other than us. Also on March 6, 2026, Diana entered into a definitive agreement with Star Bulk Carriers Corp. (Nasdaq: SBLK) (“ Star Bulk ”) for Star Bulk to acquire 16 vessels of Genco for $470.5 million in cash upon, and subject to, the consummation of an acquisition of Genco by Diana.
Also on March 6, 2026, Diana issued a press release announcing that it had submitted the Revised Proposal to the Genco Board, that Diana had obtained fully committed financing for the Revised Proposal, and that Diana had entered into the agreement with Star Bulk.
Later on March 6, 2026, Genco confirmed its receipt of the Revised Proposal in a press release, stating that the Genco Board would review the Revised Proposal.
On March 11, 2026, Mr. Wobensmith emailed Semiramis Paliou, Chief Executive Officer of Diana, confirming receipt of the Revised Proposal and that Genco was discussing the Revised Proposal with an independent committee of the Genco Board and Genco’s external advisers, and that Genco would respond to Diana once it had the opportunity to properly review and evaluate the Revised Proposal.
On March 19, 2026, Genco issued a press release stating that its Board had rejected the Revised Proposal. While the release noted that the Genco Board’s rejection was based on the recommendation of a special committee of its independent directors, it again failed to disclose the conflict of interest or other factors necessitating the formation of this committee.
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On March 20, 2026, Diana issued a press release commenting on Genco’s rejection of the Revised Proposal and indicating that Diana would proceed with its effort to elect its nominees to the Genco Board.
On March 23, 2026, Diana filed a preliminary proxy statement and accompanying GOLD universal proxy card with the SEC to be used to solicit proxies for the election of Diana’s director nominees to the Genco Board and in favor of Diana’s proposals to be acted on at the 2026 Genco Annual Meeting.
On April 13, 2026, representatives of Fried Frank delivered a draft merger agreement to representatives of Sidley Austin LLP (“ Sidley ”) and HSF Kramer in respect of the Proposal substantially in the form of the merger agreement attached to this Offer to Purchase as Annex A (the “ Diana/Genco Merger Agreement ”). As of the date of this Offer to Purchase, none of Genco, Sidley, or HSF Kramer has responded to or engaged with any of Diana, Fried Frank or Seward regarding the Diana/Genco Merger Agreement.
A tabular summary of key terms of the proposed Diana/Genco Merger Agreement is provided below, which summary is qualified in its entirety by reference to the full text of the proposed Diana/Genco Merger Agreement (a copy of which is attached to this Offer to Purchase as Annex A):
Term
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Diana/Genco Merger Agreement
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Structure
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Acquisition of all outstanding Shares of Genco
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Consideration
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$23.50 per Share in cash
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Financing
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No financing condition
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Conditions to Diana’s Obligations to Close
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No law or order enacted or issued by any governmental authority preventing, restraining or prohibiting the merger; accuracy of Genco’s representations and warranties, subject to certain materiality and Material Adverse Effect qualifications; Genco’s material compliance with covenants; absence of Material Adverse Effect on Genco
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Outside Date
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6-month anniversary of the date of the Diana/ Genco Merger Agreement |
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Genco Termination Fee
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3.0% of Genco’s equity value (approximately $31.2 million), payable by Genco upon, among other things, termination by Genco to accept a Superior Proposal
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We expect that the definitive Diana/Genco Merger Agreement (if entered into) would contain the terms described immediately above with (i) changes required to reflect the Top-Up Option, (ii) changes required to reflect completion of the Offer followed by a second-step merger under Section 96 of the BCA, (iii) disclosure schedules provided by Genco that are reasonably acceptable to us and (iv) any other changes mutually agreed between Diana and Genco.
On April 24, 2026, Genco disclosed in its preliminary proxy statement it filed with the SEC in connection with its 2026 Annual Meeting that, in connection with that filing, the Genco Board had determined, based on shareholder feedback and its ongoing assessment of the facts and circumstances, to raise the trigger ownership threshold under Genco’s poison pills for non-passive investors to 15% for all investors consistent with the current threshold for passive investors, effective May 1, 2026.
On May 4, 2026, Diana and the Purchaser commenced the Offer by filing the Schedule TO, to which this Offer to Purchase is a part, with the SEC, delivering a request to Genco pursuant to the Exchange Act, and issuing a press release regarding the commencement of the Offer.
12. Purpose of the Offer and the Merger; Plans for Genco; Statutory Requirements; Approval of the Merger.
Purpose of the Offer and the Merger; Plans for Genco
The purpose of our offer is for Diana to acquire control of, and ultimately the entire equity interest in, Genco. The Offer, as the first step in the acquisition of Genco, is intended to facilitate the acquisition of
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TABLE OF CONTENTS
Genco as promptly as practicable and, if the Offer is completed, Diana intends to acquire the remaining Shares at the Offer Price as promptly as practicable following completion of the Offer through the second-step merger described below.
The Offer is conditioned upon entering into a definitive merger agreement with Genco, which, among other things, would provide for Genco granting to Diana and the Purchaser the Top-Up Option. If the Offer is consummated, we intend, substantially concurrent with and following the completion of the Offer, to exercise the Top-Up Option in order to acquire the Top-Up Shares and to promptly thereafter consummate a merger of the Purchaser with and into Genco in accordance with Section 96 of the BCA (this merger is referred to as the second-step merger). The purpose of this second-step merger is for Diana to acquire all outstanding Shares that were not acquired in the Offer and the purchase of the Top-Up Shares. In the second-step merger, each remaining outstanding Share (other than Shares held in treasury by Genco and Shares owned by Diana and its wholly-owned subsidiaries) would be converted into the right to receive the same amount of cash as is received by Genco shareholders pursuant to the Offer. After the second-step merger, Diana will own all of the outstanding Shares, and Genco will be a wholly-owned direct subsidiary of Diana.
We are seeking to enter into a definitive agreement for the acquisition of Genco by Diana, and are prepared to engage with Genco immediately. On November 24, 2025, we submitted our Initial Proposal to the Genco Board to acquire all of the outstanding Common Shares that Diana did not already own for a price of $20.60 per share in cash. Our Proposal increased the offer price to $23.50 per Common Share. We are making the Offer directly to the Genco shareholders to ensure that they have the full terms of our Proposal as set out in this Offer to Purchase.
The Offer Price represents a 31% premium to the undisturbed closing price of the Shares on November 21, 2025, the last trading day prior to Diana’s submission to the Genco Board its Initial Proposal. The Offer allows Genco shareholders, if they elect to tender into the Offer, to receive immediate value in cash at a premium to the historical trading price for Genco’s shares without being subject to market or industry risk.
Subject to applicable law, we reserve the right to amend the Offer in any respect (including amending the Offer Price). In addition, in the event that we enter into a merger agreement with Genco and such merger agreement does not provide for a tender offer, we reserve the right to terminate the Offer, in which case the Shares would, upon consummation of such merger, be converted into the right to receive the consideration negotiated by us and Genco and specified in such merger agreement.
Plans for Genco
Following the second-step merger, except as contemplated by Diana’s agreement to sell certain vessels to Star Bulk, the business and operations of Genco will be subject to the day-to-day management by Diana management and oversight by the Diana board of directors. Diana expects to continue to operate the Genco business substantially as it is currently being conducted, subject to any changes that Diana deems necessary, appropriate or convenient to optimize exploitation of Genco’s potential in conjunction with Diana’s businesses in light of Diana’s review or in light of future developments. Such changes could include, among other things, changes in Genco’s business, corporate structure, assets, properties, marketing strategies, capitalization, management, personnel and changes to Genco’s charter and bylaws.
On January 16, 2026, Diana submitted to Genco a formal notice of its intention (the “ Notice ”) to nominate six highly qualified, independent nominees (Gustave Brun-Lie, Paul Cornell, Chao Sih Hing Francois, Jens Ismar, Viktoria Poziopoulou and Quentin Soanes) (the “ Diana Nominees ”) for election to the Genco Board following Genco’s rejection of our Initial Proposal to acquire Genco without engaging with us. In addition, the Notice included, among other things, Diana’s proposal to repeal, at the 2026 Annual Meeting of Genco shareholders (the “ 2026 Genco Annual Meeting ”), by-laws of Genco not publicly disclosed by Genco on or prior to August 28, 2025 (the “ By-Law Repeal Proposal ”) and a proposal that the board of directors of Genco conduct a process to explore strategic alternatives (the “ Strategic Review Proposal ”). A preliminary proxy statement and accompanying GOLD universal proxy card to be used to solicit proxies for, among other things, the election of the Diana Nominees and the approval of each of the By-Law Repeal Proposal and the Strategic Review Proposal has been filed with the SEC by Diana.
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Neither this Offer to Purchase nor the Offer constitutes a solicitation of proxies for any annual or special meeting of the shareholders of Genco, including a solicitation of proxies by us to be used at the 2026 Genco Annual Meeting and any matter to be considered at the 2026 Genco Annual Meeting. Any solicitation of proxies has been or will be made only pursuant to separate proxy solicitation materials complying with the requirements of Section 14(a) of the Exchange Act.
Shareholders are advised to read the preliminary proxy statement and accompanying GOLD universal proxy card filed by Diana with the SEC to be used to solicit proxies for, among other things, the election of the Diana Nominees to the Genco Board at the 2026 Genco Annual Meeting and the passage of Diana’s other proposals described above; such preliminary proxy statement and accompanying GOLD universal proxy card are available at no charge on the SEC’s website here. Such preliminary proxy statement includes additional information regarding Diana, the solicitation, and the other participants in Diana’s solicitation. Promptly after the filing of a definitive proxy statement with the SEC, Diana expects to mail or otherwise send its definitive proxy statement and accompanying universal GOLD proxy card to each Genco shareholder entitled to vote at the 2026 Genco Annual Meeting. Shareholders of Genco are strongly advised to read Diana’s proxy statement and other proxy materials, including the accompanying GOLD proxy card, as they become available because they will contain important information. The Participants’ definitive proxy statement and other proxy materials, when filed, will be available at no charge on the SEC’s website at www.sec.gov.
In connection with the submission of our Proposal, Diana entered into a definitive agreement with Star Bulk for Star Bulk to acquire 16 vessels of Genco for $470.5 million in cash upon, and subject to, the consummation of Diana’s acquisition of Genco.
Diana will seek to cause the listing of the Shares on the NYSE to be discontinued after the consummation of the Merger as soon as the requirements for termination of the listing are satisfied and, except as indicated in this Offer, neither Diana nor any of Diana’s subsidiaries has any current plans or proposals which relate to or would result in (1) any extraordinary transaction, such as a merger, reorganization or liquidation, involving Genco or any of its subsidiaries, (2) any purchase, sale or transfer of a material amount of assets of Genco or any of its subsidiaries, (3) any material change in the present dividend rate or policy, or indebtedness or capitalization, of Genco or (4) any material change in Genco’s corporate structure or business.
Statutory Requirements; Approval of the Merger
If the Merger Agreement Condition is satisfied, the Offer is completed, and the Top-Up Option is exercised so that Diana acquires the Top-Up Shares, Diana will be entitled to effectuate the second-step merger of the Purchaser with and into Genco pursuant to Section 96 of the BCA. In such case, Genco shareholders will not be required to approve the second-step merger and Diana will not be required to, and will not, seek such approval from Genco’s shareholders. Section 96(1) of the BCA states that “[a]ny domestic corporation owning at least 90% of the outstanding shares of each class of another domestic corporation or corporations may m
### EX-99.(A)(1)(B) - EXHIBIT (A)(1)(B)
EX-99.(A)(1)(B)
3
tm2612953d1_ex99-a1b.htm
EXHIBIT (A)(1)(B)
tm2612953-1_sctot_DIV_06-exa1b - none - 2.6562835s
Exhibit (a)(1)(B)
Letter of Transmittal to
Tender Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
GENCO SHIPPING & TRADING LIMITED
at
$23.50 Net Per Share (including the Associated Preferred Stock Purchase Right)
Pursuant to the Offer to Purchase dated May 4, 2026
by
4 DRAGON MERGER SUB INC.
a direct wholly-owned subsidiary of
DIANA SHIPPING INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 2, 2026, UNLESS THE OFFER IS EXTENDED
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The Depositary for the Offer is:
Method of delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 2 . Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your shares, to:
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If delivering by mail:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, Rhode Island 02940-3011
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If delivering by express mail
or other expedited mail service:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
150 Royall Street, Suite V
Canton, Massachusetts 02021
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DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of Registered Owner(s)
(If blank, please fill in exactly as name(s) appear(s)
on share certificate(s))
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Shares Tendered (attach additional list if necessary)
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Certificated Shares*
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Book Entry Shares**
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Certificate
Number(s)
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Total Number
of Shares
Represented by
Certificates
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Number of Shares
Represented by
Certificate(s)
Tendered
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Number of Shares
Held in
Book-Entry
Form Tendered
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Total Shares
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*
Unless otherwise indicated, it will be assumed that all shares of common stock represented by certificates described above are being tendered hereby. See Instruction 4 .
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**
Unless otherwise indicated, it will be assumed that all shares of common stock held in book-entry form are being tendered hereby.
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The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.
Delivery of this Letter of Transmittal to an address other than as set forth above for the Depositary will not constitute valid delivery. You must sign this Letter of Transmittal in the appropriate space provided below, with signature guarantee, and complete the IRS Form W-9 set forth below or provide the appropriate IRS Form W-8, if required.
All questions regarding the Offer should be directed to the Information Agent, Okapi Partners LLC, at (855) 305-0857 (toll-free from the United States or Canada). Banks and brokers may call collect at (212) 297-0720 or the address set forth on the back page of the Offer to Purchase. If you would like additional copies of this Letter of Transmittal or any of the other offering documents, you should contact the Information Agent, at the number above.
The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. The Purchaser (as defined below) is not aware of any jurisdiction where the making of the Offer or the tender of Shares in connection therewith would not be in compliance with the laws of such jurisdiction. If Purchaser becomes aware of any jurisdiction in which making of the Offer or the acceptance of the Shares pursuant thereto would not be in compliance with applicable law, the Purchaser will make a good-faith effort to comply with any such law. If, after a good-faith effort, the Purchaser cannot comply with the any such law, the Offer will not be made to, nor will tenders be accepted from or on behalf of, the holders of Shares in that jurisdiction. In those jurisdictions where applicable laws require that the Offer be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.
This Letter of Transmittal is being delivered to you in connection with the offer by 4 Dragon Merger Sub Inc., a corporation organized under the laws of the Marshall Islands (the “ Purchaser ”) and a direct wholly-owned subsidiary of Diana Shipping Inc., a corporation organized under the laws of the Marshall Islands (together with its subsidiaries, “ Diana, ” “ we ,” “ our ,” or “ us ”), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the “ Common Shares ”) of Genco Shipping & Trading Limited, a corporation organized under the laws of the Marshall Islands (“ Genco ”)(including the associated preferred stock purchase rights (the “ Rights ”, and together with the Common Shares, the “ Shares ”) issued pursuant to the Shareholder Rights Agreement, dated October 1, 2025 (as amended by that First Amendment, dated November 10, 2025, and as it may be further amended or supplemented from time to time), by and between Genco and Computershare Inc., as Rights Agent), other than Shares held in treasury by Genco, at $23.50 per Share, net to the seller in cash, without interest and less any required withholding taxes (the “ Offer Price ”) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 4, 2026 (as it may be amended or supplemented from time to time, the “ Offer to Purchase ”) and this related letter of transmittal that accompanies the Offer to Purchase (as it may be amended or supplemented from time to time, the “ Letter of Transmittal, ” and together with the Offer to Purchase, the “ Offer ”). The Offer expires at 5:00 p.m., New York City Time, on June 2, 2026, unless the Offer is extended or earlier terminated as permitted by the Offer to Purchase (such time, the “ Expiration Date ”).
You should use this Letter of Transmittal to deliver to Computershare Trust Company, N.A. (the “ Depositary ”) Shares represented by stock certificates, and, if certificates have been issued in respect of the associated Rights prior to the Expiration Date, certificates representing the associates Rights, or held in book-entry form on the books of Genco, or its stock transfer agent, for tender. If you are delivering your Shares by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company (“ DTC ”), you must use an Agent’s Message (as defined in Instruction 2 below). In this Letter of Transmittal, stockholders who deliver certificates representing their Shares are referred to as “Certificate Stockholders.” Delivery of documents to DTC will not constitute delivery to the Depositary.
If any certificate representing any Shares, and, if certificates have been issued in respect of the associated Rights prior to the Expiration Date, certificates representing the associated Rights, you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated, you should contact Genco’s stock transfer agent, Computershare Trust Company, N.A. (the “ Transfer Agent ”) at (800) 522-6645 (toll free in the United States) regarding the requirements for replacement. You will be required to make an
affidavit of fact and may be required to post a bond to secure against the risk that such certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 10.
Holders of outstanding Shares, whose certificates for such Shares, and if certificates have been issued in respect of the associated Rights prior to the Expiration Date, certificates representing the associated Rights, are not immediately available or who cannot deliver such certificates and all other required documents to the Depositary at or prior to the Expiration Date or who cannot complete the procedure for book-entry transfer at or prior to the Expiration Date, may only tender their Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.
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CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING (PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY):
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Name of Tendering Stockholder:
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Window Ticket Number (if any)
or DTC Participant Number:
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Date of Execution of Notice of
Guaranteed Delivery
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Name of Institution which
Guaranteed Delivery
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☐
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CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
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Name of Tendering Institution:
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DTC Participant Number:
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Transaction Code Number:
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to 4 Dragon Merger Sub Inc., a corporation organized under the laws of the Marshall Islands (the “ Purchaser ”) and a direct wholly-owned subsidiary of Diana Shipping Inc., a corporation organized under the laws of the Marshall Islands (together with its subsidiaries, “ Diana, ” “ we ,” “ our ,” or “ us ”), the above-described shares of Common Stock, par value $0.01 per share (the “ Common Shares ”) of Genco Shipping & Trading Limited, a corporation organized under the laws of the Marshall Islands (“ Genco ”)(including the associated preferred stock purchase rights (the “ Rights ”, and together with the Common Shares, the “ Shares ”) issued pursuant to the Shareholder Rights Agreement, dated October 1, 2025 (as amended by that First Amendment, dated November 10, 2025, and as it may be further amended or supplemented from time to time), by and between Genco and Computershare Inc., as Rights Agent), other than Shares held in treasury by Genco, at $23.50 per Share, net to the seller in cash, without interest and less any required withholding taxes (the “ Offer Price ”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 4, 2026 (as it may be amended, supplemented or otherwise modified from time to time, the “ Offer to Purchase ”) and in this Letter of Transmittal (as it may be amended, supplemented or otherwise modified from time to time, the “ Letter of Transmittal ”) which, together with the Offer to Purchase, collectively constitute the “ Offer .” THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 2, 2026, UNLESS THE OFFER IS EXTENDED . The term “ Expiration Date ” means 5:00 p.m., New York City time, on June 2, 2026, unless extended, in which event “ Expiration Date ” means the time and date at which the Offer, as so extended, shall expire. Purchaser may, in its sole discretion, extend the Expiration Date of the Offer at any time or from time to time for any reason. If the Offer is extended, Purchaser will inform the Depositary (as defined below) of that fact and will issue a press release announcing the extension, no later than 9:00 a.m., New York City time, on the next business day after the date the Offer was scheduled to expire. See the Offer to Purchase under the heading “ The Offer — Section 1 — Terms of the Offer ”.
Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), subject to, and effective upon, acceptance for payment of the Shares validly tendered herewith and not validly withdrawn prior to the Expiration Date in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser, all right, title and interest in and to all of the Shares being tendered hereby and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement (collectively, “ Distributions ”). In addition, the undersigned hereby irrevocably appoints Purchaser as the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Shares and any and all Distributions with full power of substitution (such proxies and power of attorney being deemed to be an irrevocable power coupled with an interest in the tendered Shares and any Distributions) to the full extent of such stockholder’s rights with respect to such Shares and any Distributions (a) to deliver certificates representing such Shares and, if certificates have been issued in respect of the associated Rights prior to the Expiration Date, certificates representing the associated Rights (collectively, the “ Share Certificates ”) and any and all Distributions, or transfer of ownership of such Shares and any and all Distributions on the account books maintained by The Depository Trust Company (“ DTC ”), together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of Purchaser, (b) to present such Shares and any and all Distributions for transfer on the books of Genco and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and any Distributions, all upon the terms and subject to the conditions of the Offer.
By executing this Letter of Transmittal (or taking action resulting in the delivery of an Agent’s Message), the undersigned hereby irrevocably appoints each of the designees of Purchaser the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered hereby and not validly withdrawn which have been accepted for payment and with respect to any and all Distributions. The designees of Purchaser will, with respect to such Shares and Distributions, be empowered to exercise all voting and any other rights of such stockholder, as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of Genco’s stockholders, by written consent in lieu of any such meeting or otherwise as such designee, in its, his or her sole discretion, deems proper with respect to all Shares and any and all Distributions. This proxy and power of attorney will be irrevocable and coupled with an interest in the tendered Shares
and any and all Distributions. Such appointment is effective when, and only to the extent that, Purchaser accepts the Shares tendered with this Letter of Transmittal for payment pursuant to the Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Shares and any and all associated Distributions (other than prior powers of attorney, proxies or consent given by the undersigned to Purchaser) will be revoked, and no subsequent powers of attorney, proxies, consents or revocations (other than powers of attorney, proxies, consents or revocations given to Purchaser) may be given (and, if given, will not be deemed effective).
Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Shares and any and all Distributions, including voting at any meeting of stockholders or executing a written consent concerning any matter.
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer any and all of the Shares tendered hereby and any and all Distributions and, when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the same will not be subject to any adverse claim. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Shares, or the Share Certificate(s) have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of any and all of the Shares tendered hereby and any and all Distributions. In addition, the undersigned will promptly remit and transfer to the Depositary for the account of Purchaser any and all Distributions in respect of any and all of the Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance and transfer or appropriate assurance thereof, Purchaser will be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire Offer Price or deduct from such Offer Price the amount or value thereof, as determined by Purchaser in its sole discretion.
It is understood that the undersigned will not receive payment for the Shares unless and until the Shares are accepted for payment and until the Share Certificate(s) owned by the undersigned are received by the Depositary at the address set forth above, together with such additional documents as the Depositary may require, or, in the case of Shares held in book-entry form, ownership of Shares is validly transferred on the account books maintained by DTC, and until the same are processed for payment by the Depositary.
It is understood that the method of delivery of the Shares, the Share Certificate(s) and all other required documents (including delivery through DTC) is at the option and risk of the undersigned and that the risk of loss of such Shares, Share Certificate(s) and other documents will pass only after the Depositary has actually received the Shares or Share Certificate(s) (including, in the case of a book-entry transfer, by Book-Entry Confirmation (as defined below)). If delivery is by mail, it is recommended that all such documents be sent by properly insured registered mail with return receipt requested. In all cases, sufficient time should be allowed to ensure timely delivery.
All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal will not be affected by, and will survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder will be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except upon the terms and subject to the conditions of the Offer, this tender is irrevocable.
The undersigned understands that the acceptance for payment by Purchaser of Shares tendered pursuant to one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer. The undersigned recognizes that under certain circumstances, upon the terms and subject to the conditions of the Offer, Purchaser and Diana may not be required to accept for payment any of the Shares tendered hereby and may extend, terminate or amend the Offer, if immediately
prior to the expiration of the Offer, in the reasonable judgment of Diana and the Purchaser, any one or more of the conditions set forth in the Offer to Purchase have not been satisfied, as described in the Offer to Purchase.
Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the Offer Price in the name(s) of, and/or return any Share Certificates representing Shares not validly tendered or accepted for payment to, the registered owner(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the Offer Price and/or return any Share Certificates representing Shares not validly tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered owner(s) appearing under “Description of Shares Tendered.”
In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the Offer Price and/or issue any Share Certificates representing Shares not validly tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such Share Certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Shares validly tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that Purchaser has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered owner thereof if Purchaser does not accept for payment any of the Shares so validly tendered.
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SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 4, 5, and 7)
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To be completed ONLY if Share Certificate(s) not validly tendered or not accepted for payment and/or the check for the Offer Price in consideration of Shares validly tendered and accepted for payment are to be issued in the name of someone other than the undersigned or if Shares validly tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that designated above.
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Issue:
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☐ Check and/or
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☐ Shares to:
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Name
(Please Print)
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Address
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(Include Zip Code)
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(Tax Identification or Social Security Number)
(Please additionally complete IRS Form W-9
(attached) or the applicable IRS Form W-8, available
at irs.gov)
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☐
Credit Shares tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below.
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(DTC Account Number)
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4, 5, and 7)
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To be completed ONLY if Share Certificate(s) not validly tendered or not accepted for payment and/or the check for the Offer Price of Shares validly tendered and accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered” above.
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Deliver:
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☐ Check and/or
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☐ Shares to:
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Name
(Please Print)
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Address
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(Include Zip Code)
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IMPORTANT- SIGN HERE
Signature(s) of Stockholder(s):
Signature(s) of Stockholder(s):
Dated: , 2026
(Must be signed by registered owner(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of a corporation or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For information concerning signature guarantees, see Instruction 1.)
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Name(s):
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(Please Print)
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Capacity (Full Title):
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Address:
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(Include Zip Code)
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Area Code and Telephone Number:
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Tax Identification or Social Security No.:
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(Please additionally complete IRS Form W-9 (attached) or the applicable IRS Form W-8, available at irs.gov)
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GUARANTEE OF SIGNATURE(S)
(For use by Eligible Institutions only;
see Instructions 1 and 5)
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Name of Firm:
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Address:
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(Include Zip Code)
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Authorized Signature:
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Name:
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(Please Print)
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Area Code and Telephone Number
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Dated: , 2026
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Place medallion guarantee in space below:
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures for Shares. All signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Exchange Act) (each an “ Eligible Institution ”), unless (i) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 1, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, and such holder or holders have not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the cover of this Letter of Transmittal or (b) if the Shares are tendered for the account of an Eligible Institution. In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates or Book-Entry Confirmations. This Letter of Transmittal is to be completed by stockholders if Share Certificates are to be forwarded herewith. If Shares represented by Share Certificates are being tendered, such Share Certificates, as well as this Letter of Transmittal properly completed and duly executed with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Depositary at its address set forth herein on or prior to the Expiration Date. If Shares are to be tendered by book-entry transfer, the procedures for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase must be followed, and an Agent’s Message and confirmation of a book-entry transfer into the Depositary’s account at DTC of Shares tendered by book-entry transfer (such a confirmation, a “ Book-Entry Confirmation ”) must be received by the Depositary on or prior to the Expiration Date. Please do not send your Share Certificates directly to Purchaser, Parent or Genco.
The term “ Agent’s Message ” means a message, transmitted through electronic means by DTC in accordance with the normal procedures of DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of, this Letter of Transmittal, and that Purchaser may enforce such agreement against such participant. The term “ Agent’s Message ” also includes any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office.
Stockholders whose Share Certificates are not immediately available or stockholders who cannot deliver their Share Certificates and all other required documents to the Depositary prior to the Expiration Date or who cannot complete the procedures for book-entry transfer prior to the Expiration Date may tender their Shares by completing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Under the guaranteed delivery procedure:
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such tender must be made by or through an Eligible Institution;
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a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by Purchaser with the Offer to Purchase must be received by the Depositary by the Expiration Date; and
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the certificates for all tendered Common Shares and, if certificates have been issued in respect of Rights prior to the Expiration Date, certificates for the associated Rights (or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantee (or an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary by the close of business on the business day after the date of execution of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.
The method of delivery of the Shares (or Share Certificates), this Letter of Transmittal and all other required documents, including delivery through DTC, is at the election and risk of the tendering stockholder. Delivery of the Shares (or Share Certificates), this Letter of Transmittal and all other required documents will be deemed made, and risk of loss thereof will pass, only when they are actually received by the Depositary (including, in the case of a book-entry transfer of Shares, by Book-Entry Confirmation with respect to such Shares). If such delivery is by mail, it is recommended that the Shares (or Share Certificates), this Letter of Transmittal and all other required documents be sent by properly insured registered mail with return receipt requested. In all cases, sufficient time should be allowed to ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering stockholders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Shares for payment.
All questions as to validity, form and eligibility (including time of receipt) of the tender of any Share Certificate hereunder, including questions as to the proper completion or execution of any Letter of Transmittal or other required documents and as to the proper form for transfer of any Share Certificates, will be determined by Purchaser in its sole and absolute discretion (which may be delegated in whole or in part to the Depositary), which determination will be final and binding, subject to any judgment of any court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the surrender of any Shares or Share Certificate(s) whether or not similar defects or irregularities are waived in the case of any other stockholder. A surrender will not be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Purchaser, Diana or any of their respective affiliates or assigns, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.
3. Inadequate Space. If the space provided on the cover page to this Letter of Transmittal is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.
4. Partial Tenders. Unless otherwise indicated, it will be considered that all Shares and, if certificates have been issued in respect of Rights prior to the Expiration Date, certificates representing the associated Rights represented by a certificate(s) delivered with the Letter of Transmittal or held in the account in book-entry form are to be tendered. If fewer than all of the Shares represented by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Shares and, if certificates have been issued in respect of Rights prior to the Expiration Date, certificates representing the associated Rights which are to be tendered in the area entitled “Shares Tendered.” In such case, a new certificate for the remainder of the Shares and, if certificates have been issued in respect of Rights prior to the Expiration Date, certificates representing the associated Rights represented by the old certificate will be issued and sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration or any other change whatsoever.
If any Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of such Shares.
If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Purchaser of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered owner(s) of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made to, or Share Certificates representing Shares not tendered or accepted for payment are to be issued in the name of, a person other than the registered owner(s), in which case the Share Certificates representing the Shares and, if certificates have been issued in respect of Rights prior to the Expiration Date, certificates for the associated Rights, tendered by this Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered owner(s) or holder(s) appear(s) on the Share Certificates. Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Share(s) listed, the Share Certificate(s) must be endorsed or accompanied by the appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear(s) on the Share Certificate(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.
6. Transfer Taxes. Except as otherwise provided in this Instruction 6, all transfer taxes with respect to the transfer and sale of Shares contemplated hereby will be paid or caused to be paid by Purchaser (for the avoidance of doubt, transfer taxes do not include United States federal income or backup withholding taxes). If payment of the Offer Price is to be made to, or (in the circumstances permitted hereby) if Share Certificates not validly tendered or accepted for payment are to be registered in the name of, any person other than the registered owner(s), or if tendered Share Certificates are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of any transfer taxes whether imposed on the registered owner(s) or such person payable on account of the transfer to such person will be the responsibility of the registered shareholder and satisfactory evidence of the payment of such taxes, or exemption therefrom, may need to be submitted.
7. Special Payment and Delivery Instructions. If a check for the Offer Price is to be issued, and/or Share Certificates representing Shares not validly tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled “ Description of Shares Tendered ” above, the appropriate boxes on this Letter of Transmittal should be completed. Stockholders completing either or both sections must be guaranteed by an Eligible Institution. Stockholders delivering Shares tendered hereby or by Agent’s Message by book-entry transfer may request that Shares not purchased be credited to an account maintained at DTC as such stockholder may designate in the box titled “ Special Payment Instructions ” herein. If no such instructions are given, all such Shares not purchased will be returned by crediting the same account at DTC as the account from which such Shares were delivered.
8. Requests for Assistance or Additional Copies. Questions or requests for assistance may be directed to Okapi Partners LLC (the “ Information Agent ”) at its address and telephone number set forth below or to your broker, dealer, commercial bank or trust company. Additional copies of the Offer to Purchase, this Letter of Transmittal and other tender offer materials may be obtained from the Information Agent as set forth below, and will be furnished at Purchaser’s expense.
9. U.S. Federal Backup Withholding. Under U.S. federal income tax laws, the Depositary will be required to withhold a portion of the amount of any payments made to certain stockholders (or other payees) pursuant to the Offer, as applicable. To avoid backup withholding, each tendering stockholder (or other payee) that is or is treated as a United States person (for U.S. federal income tax purposes) and that does not otherwise establish an exemption from U.S. federal backup withholding must complete and return the attached Internal Revenue Service (“ IRS ”) Form W-9, certifying that such stockholder (or other payee) is a United States person, that the taxpayer identification number (“ TIN ”) provided is correct, and that such stockholder (or other payee) is not subject to backup withholding. If such stockholder (or other payee) is a U.S. individual, the TIN is such stockholder’s (or other payee’s) social security number.
Certain stockholders and other payees (including, among others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. To
avoid backup withholding, exempt U.S. persons should furnish their TIN and indicate their exempt status on IRS Form W-9 and sign, date and return the IRS Form W-9 to the Depositary. A tendering stockholder (or other payee) that is a foreign individual or a foreign entity should complete, sign, and submit to the Depositary the appropriate IRS Form W-8 attesting to such stockholder’s (or payee’s) foreign status or should otherwise establish an exemption. The appropriate IRS Form W-8 may be downloaded from the Internal Revenue Service’s website at the following address: http://www.irs.gov . Failure to complete the IRS Form W-9 or the appropriate IRS Form W-8 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary to withhold a portion of the amount of any payments made of the Offer Price pursuant to the Offer. Tendering stockholders (or other payees) should consult their tax advisors as to any qualification for exemption from backup withholding, and the procedure for obtaining the exemption.
If backup withholding of U.S. federal income tax on payments for Shares made in the Offer or under the Merger Agreement applies, the Depositary is required to withhold 24% of any payments of the Offer Price made to the stockholder (or other payee). Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a stockholder’s U.S. federal income tax liability, if any; provided that such stockholder timely furnishes the required information to the IRS.
Note: Failure to complete and return the IRS Form W-9 (or appropriate IRS Form W-8, as applicable) may result in backup withholding of a portion of any payments made to you pursuant to the Offer.
10. Lost, Destroyed, Mutilated or Stolen Share Certificates. If any Share Certificate has been lost, destroyed, mutilated or stolen, the stockholder should promptly notify the Transfer Agent, at (800) 522-6645 (toll free in the United States). The stockholder will then be instructed as to the steps that must be taken in order to replace the Share Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, mutilated, destroyed or stolen Share Certificates have been followed.
11. Waiver of Conditions. Parent and Purchaser expressly reserve the right to waive any condition of the Offer to the extent permitted by applicable law, to make any change in the terms of or conditions to the Offer in a manner consistent with the terms of the Diana/Genco Merger Agreement (as defined in the Offer to Purchase) and the Offer to Purchase or to increase the Offer Price.
Important: This Letter of Transmittal or an Agent’s Message, together with Share Certificate(s) or Book-Entry Confirmation and all other required documents, must be received by the Depositary on or prior to the Expiration Date, or the tendering stockholder must comply with the procedures for guaranteed delivery.
must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid). • Form 1099-DIV (dividends, including those from stocks or mutual funds). • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds). • Form 1099-NEC (nonemployee compensation). • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers). • Form 1099-S (proceeds from real estate transactions). • Form 1099-K (merchant card and third-party network transactions). • Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition). • Form 1099-C (canceled debt). • Form 1099-A (acquisition or abandonment of secured property). Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. Caution: If you don’t return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. By signing the filled-out form, you: 1. Certify that the
TIN you are giving is correct (or you are waiting for a number to be issued); 2. Certify that you are not subject to backup withholding; or 3. Claim exemption from backup withholding if you are a U.S. exempt payee; and 4. Certify to your non-foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and 5. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441–1474). Under those rules, if a Form W-9 or other certification of non-foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. The following persons must provide Form W-9 to the payor for purposes of establishing its non-foreign status. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity. • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust. • In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust. See Pub. 515 for more information on providing a Form W-9 or a certification of non-foreign status to avoid withholding. Page 2 Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441-1(b)(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.897(l)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non-foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-8EXP (or other certification of non-foreign status). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third-party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester; 2. You do not certify your TIN when required (see the instructions for Part II for details); 3. The IRS tells the requester that you furnished an incorrect TIN; 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or 5. You do not certify to the requester that you are not subject to backup withholding, as described in item 4 under “By signing the filled- out form” above (for reportable interest and dividend accounts opened after 1983 only).
Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier. What Is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. • Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note for ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040 you filed with your application. • Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or “doing business as” (DBA) name on line 2. • Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2. • Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2. • Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner’s name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For Page 3 example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2. Line 3a Check the appropriate box on line 3a for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a. IF the entity/individual on line 1 is a(n) . . . THEN check the box for . . . • Corporation Corporation. • Individual or • Sole proprietorship Individual/sole proprietor. • LLC classified as a partnership for U.S. federal tax purposes or • LLC that has filed Form 8832 or 2553 electing to be taxed as a corporation Limited liability company and enter the appropriate tax classification: P = Partnership, C = C corporation, or S = S corporation. • Partnership Partnership. • Trust/estate Trust/estate. Line 3b Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest. You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b. Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply. Line 4 Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third-party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).
2—The United States or any of its agencies or instrumentalities. 3—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities. 5—A corporation. 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or territory. 7—A futures commission merchant registered with the Commodity Futures Trading Commission. 8—A real estate investment trust. 9—An entity registered at all times during the tax year under the Investment Company Act of 1940. 10—A common trust fund operated by a bank under section 584(a). 11—A financial institution as defined under section 581. 12—A middleman known in the investment community as a nominee or custodian. 13—A trust exempt from tax under section 664 or described in section 4947. The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for . . . THEN the payment is exempt for . . . • Interest and dividend payments All exempt payees except for 7. • Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because
they are exempt only for sales of noncovered securities acquired prior to 2012. • Barter exchange transactions and patronage dividends Exempt payees 1 through 4. • Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 5.2 • Payments made in settlement of payment card or third-party network transactions Exempt payees 1 through 4. 1 See Form 1099-MISC, Miscellaneous Information, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) entered on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37). B—The United States or any of its agencies or instrumentalities. C—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i). E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i). Page 4 F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state. G—A real estate investment trust. H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940. I—A common trust fund as defined in section 584(a). J—A bank as defined in section 581. K—A broker. L—A trust exempt from tax under section 664 or described in section 4947(a)(1). M—A tax-exempt trust under a section 403(b) plan or section 457(g) plan. Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter “NEW” at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get, an SSN, your TIN is your IRS ITIN. Enter it in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/EIN. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.
Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments”
include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third-party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester Identity theft occurs when someone uses your personal information, such as your name, SSN, or other identifying information, without your permission to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax return preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity, or a questionable credit report, contact the IRS Identity Theft Hotline at 800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers
Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that Page 6 Privacy Act Notice have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD 800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or
report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027. Go to www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laws. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payors must generally withhold a percentage of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information.
The Depositary for the Offer is:
|
If delivering by mail:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, Rhode Island 02940-3011
|
|
|
If delivering by express mail
or other expedited mail service:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
150 Royall Street, Suite V
Canton, Massachusetts 02021
|
|
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
Any questions or requests for assistance may be directed to the Information Agent at its telephone number and location listed below. Requests for additional copies of the Offer to Purchase and this Letter of Transmittal may be directed to the Information Agent at its telephone number and location listed below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Banks and Brokerage Firms, Please Call: (212) 297-0720
Shareholders and All Others Call Toll-Free: (855) 305-0857
E-mail: info@okapipartners.com
### EX-99.(A)(1)(C) - EXHIBIT (A)(1)(C)
EX-99.(A)(1)(C)
4
tm2612953d1_ex99-a1c.htm
EXHIBIT (A)(1)(C)
tm2612953-1_sctot_DIV_07-exa1c - none - 1.8437414s
Exhibit (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
To Tender Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
GENCO SHIPPING & TRADING LIMITED
Pursuant to the Offer to Purchase
Dated May 4, 2026 of
4 DRAGON MERGER SUB INC.
a direct wholly-owned subsidiary of
DIANA SHIPPING INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 2, 2026, UNLESS THE OFFER IS EXTENDED.
This Notice of Guaranteed Delivery, or a substantially equivalent form, must be used to accept the Offer (as defined herein) if the certificates for shares of Common Stock, par value $0.01 per share (the “ Common Shares ”), of Genco Shipping & Trading Limited, a corporation organized under the laws of the Marshall Islands (“ Genco ”)(including the associated preferred stock purchase rights (the “ Rights ”, and together with the Common Shares, the “ Shares ”) issued pursuant to the Shareholder Rights Agreement, dated October 1, 2025 (as amended by that First Amendment, dated November 10, 2025, and as it may be further amended or supplemented from time to time), by and between Genco and Computershare Inc., as Rights Agent), and, if certificates have been issued in respect of the Rights prior to the Expiration Date, certificates representing the associated Rights, are not immediately available, and any other documents required by the Letter of Transmittal (as defined herein) cannot be delivered to the Computershare Trust Company, N.A. (the “ Depositary ”), or the procedure for delivery by book-entry transfer cannot be completed on a timely basis, in each case prior to the expiration of the Offer. Such form may be delivered or transmitted by e-mail or mail to the Depositary. See Section 3 of the Offer to Purchase (as defined below).
The Depositary for the Offer is:
Computershare Trust Company, N.A.
|
If delivering by express mail, courier,
or other expedited service:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
150 Royall Street, Suite V
Canton, Massachusetts 02021
|
|
|
By mail:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, Rhode Island 02940-3011
|
|
The Information Agent for the Offer is:
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Banks and Brokerage Firms, Please Call: (212) 297-0720
Shareholders and All Others Call Toll-Free: (855) 305-0857
E-mail: info@okapipartners.com
The Dealer Manager for the Offer is:
DNB Carnegie, Inc.
30 Hudson Yards, 81 st Floor
New York, NY 10001
(212) 681-3800
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Do not send share certificates with this notice. Share certificates should be sent with your Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to 4 Dragon Merger Sub Inc., a corporation organized under the laws of the Marshall Islands and a direct wholly-owned subsidiary of Diana Shipping Inc., a corporation organized under the laws of the Marshall Islands, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 4, 2026 (as it may be amended or supplemented from time to time, the “ Offer to Purchase ”), and the related letter of transmittal that accompanies the Offer to Purchase (as it may be amended or supplemented from time to time, the “ Letter of Transmittal ,” and, together with the Offer to Purchase, the “ Offer ”), receipt of which is hereby acknowledged, the number of Shares of Genco, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Number of Shares Tendered:
Certificate Numbers (if available):
☐ Check here if Shares will be tendered by book-entry transfer.
Name of Tendering Institution:
Account Number:
SIGN HERE
(Signature(s))
(Name(s)) (Please Print)
(Addresses)
(Zip Code)
(Area Code and Telephone Number)
2
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), guarantees: (i) that the above named person(s) “own(s)” the Shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act; (ii) that such tender of the Shares complies with Rule 14e-4 under the Exchange Act; and (iii) to deliver to the Depositary the Shares tendered hereby (or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depositary Trust Company (“ DTC ”) in the case of a book-entry delivery), together with a properly completed and duly executed Letter(s) of Transmittal (or manually signed facsimile(s) thereof) and certificates for the Shares to be tendered or an Agent’s Message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, all within one business day of the date hereof. Participants should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via DTC’s PTOP platform.
(Name of Firm)
(Address)
(Zip Code)
(Authorized Signature)
(Name)
(Area Code and Telephone Number)
Dated: , 2026.
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
SHARE CERTIFICATES ARE TO BE DELIVERED WITH THE LETTER OF TRANSMITTAL.
3
### EX-99.(A)(1)(D) - EXHIBIT (A)(1)(D)
EX-99.(A)(1)(D)
5
tm2612953d1_ex99-a1d.htm
EXHIBIT (A)(1)(D)
tm2612953-1_sctot_DIV_08-exa1d - none - 1.7031234s
Exhibit (a)(1)(D)
Letter to Brokers and Dealers with respect to the
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(including the Associated Preferred Stock Purchase Rights)
of
GENCO SHIPPING & TRADING LIMITED
at
$23.50 Net Per Share (including the Associated Preferred Stock Purchase Right)
by
4 DRAGON MERGER SUB INC.
a direct wholly-owned subsidiary
of
DIANA SHIPPING INC.,
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 2, 2026, UNLESS THE OFFER IS EXTENDED.
May 4, 2026
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged to act as information agent (the “ Information Agent ”) in connection with the offer of 4 Dragon Merger Sub Inc., a corporation organized under the laws of the Marshall Islands (the “ Purchaser ”) and a direct wholly-owned subsidiary of Diana Shipping Inc., a corporation organized under the laws of the Marshall Islands (together with its subsidiaries, “ Diana ”), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the “ Common Shares ”), of Genco Shipping & Trading Limited, a corporation organized under the laws of the Marshall Islands (“ Genco ”) (including the associated preferred stock purchase rights (the “ Rights ”, and together with the Common Shares, the “ Shares ”) issued pursuant to the Shareholder Rights Agreement, dated October 1, 2025 (as amended by that First Amendment, dated November 10, 2025, and as it may be further amended or supplemented from time to time, the “ Rights Agreement ”), by and between Genco and Computershare Inc., as Rights Agent), other than Shares held in treasury by Genco, at $23.50 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 4, 2026 (as it may be amended or supplemented from time to time, the “ Offer to Purchase ”), and the related letter of transmittal that accompanies the Offer to Purchase (as it may be amended or supplemented from time to time, the “ Letter of Transmittal ,” and together with the Offer to Purchase, the “ Offer ”).
Consummation of the Offer is conditioned, among other things, upon the following conditions: (i) Genco shall have entered into a definitive merger agreement with Diana and the Purchaser substantially in the form of the merger agreement attached to the Offer to Purchase as Annex A (the “ Diana/Genco Merger Agreement ”), with (A) changes required to reflect a Top-Up Option (as described in the Offer to Purchase), (B) changes required to reflect completion of the Offer followed by a second-step merger under Section 96 of the Marshall Islands Business Corporations Act, (C) disclosure schedules provided by Genco that are reasonably acceptable to us, and (D) any other changes mutually agreed between Diana and Genco (the foregoing, the “ Merger Agreement Condition ”); (ii) Genco shareholders shall have validly tendered and not withdrawn prior to the expiration of the Offer at least that number of Shares that, together with the Shares already owned by Diana, constitutes at least a majority of the then-outstanding Shares on a fully diluted basis (which includes all Shares issuable upon the exercise, conversion, exchange or settlement of any options, rights, awards or securities that are exercisable for, settled in or convertible into Shares then outstanding regardless of whether or not then vested, convertible or exercisable); (iii) either (A) the Rights Agreement shall have been validly terminated and all of the Rights shall have been redeemed or (B) the Rights Agreement shall have been otherwise made inapplicable to the Offer, the transactions contemplated by the Diana/ Genco Merger Agreement (including the second-step merger), and Diana and its affiliates (the foregoing,
the “ Poison Pill Removal Condition ”); (iv) the Board of Directors of Genco (the “ Genco Board ”) shall have validly approved the Diana/Genco Merger Agreement and the transactions contemplated by the Diana/ Genco Merger Agreement (including the second-step merger) for purposes of Article M of Genco’s Amended and Restated Articles of Incorporation (as amended and in effect, the “ Genco Articles of Incorporation ”), such that Article M of the Genco Articles of Incorporation would not prohibit, restrict, or apply to the Diana/Genco Merger Agreement or the transactions contemplated by the Diana/Genco Merger Agreement (including the second-step merger) (the foregoing, the “ Affiliate Transaction Condition ”); (v) any applicable mandatory waiting period, clearance or affirmative approval of any governmental body, agency or authority required to consummate the Offer and the second-step merger shall have expired or been obtained; (vi) no governmental authority shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of making the Offer or the second-step merger illegal or otherwise restricting, preventing or prohibiting consummation of the Offer or the second-step merger; (vii) there shall not have occurred any event, circumstance, change, development or effect that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in the section of the Offer to Purchase entitled “ The Offer — Section 14 — Conditions of the Offer” ); and (viii) Genco shall not have taken any action or actions that would have constituted a breach in any material respect of the interim operating provisions set forth in Section 6.1 of the Diana/Genco Merger Agreement as if such agreement had been entered into as of the date of the Offer.
THE OFFER IS NOT SUBJECT TO ANY FINANCING CONDITION.
The proposed Diana/Genco Merger Agreement also contains other closing conditions to the Offer. Please see the sections of the Offer to Purchase entitled “ The Offer — Section 14 — Conditions of the Offer ”, “ The Offer — Section 11 — Background of the Offer; Other Transactions with Genco ” and “ The Offer — Section 12 — Purpose of the Offer and the Merger; Plans for Genco; Statutory Requirements; Approval of the Merger .”
SATISFACTION OF EACH OF THE MERGER AGREEMENT CONDITION, THE POISON PILL REMOVAL CONDITION, AND THE AFFILIATE TRANSACTION CONDITION IS SOLELY WITHIN THE CONTROL OF GENCO AND THE MEMBERS OF THE GENCO BOARD.
For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:
1.
Offer to Purchase, dated May 4, 2026;
2.
Letter of Transmittal, for your use in accepting the Offer and tending Shares and for the information of your clients;
3.
Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to Computershare Trust Company, N.A., the depositary for the Offer (the “ Depositary ”), or if the procedures for book-entry transfer cannot be completed, by the expiration of the Offer;
4.
A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;
5.
IRS Form W-9; and
6.
Return envelope addressed to the Depositary
YOUR PROMPT ACTION IS REQUIRED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 2, 2026, UNLESS THE OFFER IS EXTENDED.
Except as set forth in the Offer to Purchase, neither Purchaser nor Diana will pay any fees or commissions to any broker, dealer or other person (other than DNB Carnegie, Inc., in its capacity as the
dealer manager for the Offer, the Information Agent and the Depositary as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. Diana or the Purchaser will reimburse brokers, dealers, commercial banks and trust companies and other nominees, upon request, for customary clerical and mailing expenses incurred by them in forwarding offering materials to their customers. Any transfer taxes applicable to the sale of Shares to the Purchaser pursuant to the Offer will be paid by the Purchaser, except as otherwise provided in Instruction 6 of the Letter of Transmittal.
In order to accept the Offer, a duly executed and properly completed Letter of Transmittal (or a manually signed facsimile thereof), together with any required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase) in connection with a book-entry delivery of Shares, and any other required documents required by the Letter of Transmittal, must, in any case, be sent to, and received by, the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase by 5:00 P.M., New York City time, on June 2, 2026, in accordance with the instructions contained in the Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to forward their certificates and, if certificates have been issued in respect of the associated Rights prior to the Expiration Date, certificates representing the associated Rights, or other required documents or to complete the procedure for delivery by book-entry transfer prior to the expiration of the Offer, a tender may be effected by following the guaranteed delivery procedures described in Section 3 of the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed to the undersigned, and additional copies of the enclosed materials may be obtained from the Information Agent at the address or telephone numbers set forth on the back cover of the Offer to Purchase.
Very truly yours,
Okapi Partners LLC
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU THE AGENT OF THE PURCHASER, DIANA, THE INFORMATION AGENT, THE DEALER MANAGER, OR THE DEPOSITARY OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
### EX-99.(A)(1)(E) - EXHIBIT (A)(1)(E)
EX-99.(A)(1)(E)
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tm2612953d1_ex99-a1e.htm
EXHIBIT (A)(1)(E)
tm2612953-1_sctot_DIV_09-exa1e - none - 2.140642s
Exhibit (a)(1)(E)
Letter to Clients with respect to the
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(including the Associated Preferred Stock Purchase Rights)
of
GENCO SHIPPING & TRADING LIMITED
at
$23.50 Net Per Share (including the Associated Preferred Stock Purchase Right)
by
4 DRAGON MERGER SUB INC.
a direct wholly-owned subsidiary
of
DIANA SHIPPING INC.,
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 2, 2026, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated May 4, 2026 (as it may be amended or supplemented from time to time, the “ Offer to Purchase ”), and the related letter of transmittal that accompanies the Offer to Purchase (as it may be amended or supplemented from time to time, the “ Letter of Transmittal ,” and together with the Offer to Purchase, the “ Offer ”) in connection with the offer by 4 Dragon Merger Sub Inc., a corporation organized under the laws of the Marshall Islands (the “ Purchaser ”) and a direct wholly-owned subsidiary of Diana Shipping Inc., a corporation organized under the laws of the Marshall Islands (together with its subsidiaries, “ Diana ”), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the “ Common Shares ”), of Genco Shipping & Trading Limited, a corporation organized under the laws of the Marshall Islands (“ Genco ”) (including the associated preferred stock purchase rights (the “ Rights ”, and together with the Common Shares, the “ Shares ”) issued pursuant to the Shareholder Rights Agreement, dated October 1, 2025 (as amended by that First Amendment, dated November 10, 2025, and as it may be further amended or supplemented from time to time, the “ Rights Agreement ”), by and between Genco and Computershare Inc., as Rights Agent), other than Shares held in treasury by Genco, at $23.50 per Share (the “ Offer Price ”), net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal. We are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is a form and is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is directed to the following:
1.
The Offer Price for the Offer is $23.50, net to you in cash, without interest and less any required withholding taxes.
2.
The Offer is being made for all issued and outstanding Shares (including the Associated Preferred Stock Purchase Rights).
3.
The Offer and withdrawal rights expire at 5:00 P.M., New York City time, on June 2, 2026, unless extended (as extended, the “ Expiration Date ”).
4.
Consummation of the Offer is conditioned, among other things, upon the following conditions: (i) Genco shall have entered into a definitive merger agreement with Diana and the Purchaser substantially in the form of the merger agreement attached to the Offer to Purchase as Annex A (the
“ Diana/Genco Merger Agreement ”), with (A) changes required to reflect a Top-Up Option (as described in the Offer to Purchase), (B) changes required to reflect completion of the Offer followed by a second-step merger under Section 96 of the Marshall Islands Business Corporations Act, (C) disclosure schedules provided by Genco that are reasonably acceptable to us, and (D) any other changes mutually agreed between Diana and Genco (the foregoing, the “ Merger Agreement Condition ”); (ii) Genco shareholders shall have validly tendered and not withdrawn prior to the expiration of the Offer at least that number of Shares that, together with the Shares already owned by Diana, constitutes at least a majority of the then-outstanding Shares on a fully diluted basis (which includes all Shares issuable upon the exercise, conversion, exchange or settlement of any options, rights, awards or securities that are exercisable for, settled in or convertible into Shares then outstanding regardless of whether or not then vested, convertible or exercisable); (iii) either (A) the Rights Agreement shall have been validly terminated and all of the Rights shall have been redeemed or (B) the Rights Agreement shall have been otherwise made inapplicable to the Offer, the transactions contemplated by the Diana/Genco Merger Agreement (including the second-step merger), and Diana and its affiliates (the foregoing, the “ Poison Pill Removal Condition ”); (iv) the Board of Directors of Genco (the “ Genco Board ”) shall have validly approved the Diana/Genco Merger Agreement and the transactions contemplated by the Diana/Genco Merger Agreement (including the second-step merger) for purposes of Article M of Genco’s Amended and Restated Articles of Incorporation (as amended and in effect, the “ Genco Articles of Incorporation ”), such that Article M of the Genco Articles of Incorporation would not prohibit, restrict, or apply to the Diana/Genco Merger Agreement or the transactions contemplated by the Diana/Genco Merger Agreement (including the second-step merger) (the foregoing, the “ Affiliate Transaction Condition ”); (v) any applicable mandatory waiting period, clearance or affirmative approval of any governmental body, agency or authority required to consummate the Offer and the second-step merger shall have expired or been obtained; (vi) no governmental authority shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of making the Offer or the second-step merger illegal or otherwise restricting, preventing or prohibiting consummation of the Offer or the second-step merger; (vii) there shall not have occurred any event, circumstance, change, development or effect that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in the section of the Offer to Purchase entitled “ The Offer — Section 14 — Conditions of the Offer” ); and (viii) Genco shall not have taken any action or actions that would have constituted a breach in any material respect of the interim operating provisions set forth in Section 6.1 of the Diana/Genco Merger Agreement as if such agreement had been entered into as of the date of the Offer.
5.
THE OFFER IS NOT SUBJECT TO ANY FINANCING CONDITION. The proposed Diana/ Genco Merger Agreement also contains other closing conditions to the Offer. Please see the sections of the Offer to Purchase entitled “ The Offer — Section 14 — Conditions of the Offer ”, “ The Offer — Section 11 — Background of the Offer; Other Transactions with Genco ” and “ The Offer — Section 12 — Purpose of the Offer and the Merger; Plans for Genco; Statutory Requirements; Approval of the Merger .” SATISFACTION OF EACH OF THE MERGER AGREEMENT CONDITION, THE POISON PILL REMOVAL CONDITION, AND THE AFFILIATE TRANSACTION CONDITION IS SOLELY WITHIN THE CONTROL OF GENCO AND THE MEMBERS OF THE GENCO BOARD.
6.
Any transfer taxes applicable to the sale of Shares to the Purchaser pursuant to the Offer will be paid by the Purchaser, except as otherwise provided in Instruction 6 of the Letter of Transmittal.
If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the instruction form below. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the instruction form.
Your prompt action is requested. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Date .
The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with
the laws of such jurisdiction. Purchaser is not aware of any jurisdiction where the making of the Offer or the tender of Shares in connection therewith would not be in compliance with the laws of such jurisdiction. If Purchaser becomes aware of any jurisdiction in which making of the Offer or the acceptance of the Shares pursuant thereto would not be in compliance with applicable law, Purchaser will make a good-faith effort to comply with any such law. If, after a good-faith effort, Purchaser cannot comply with any such law, the Offer will not be made to, nor will tenders be accepted from or on behalf of, the holders of Shares in that jurisdiction. In those jurisdictions where applicable laws require that the Offer be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.
Payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by Computershare Trust Company, N.A., the depositary for the Offer (the “ Depositary ”) of: (i) certificates representing the Common Shares (or a confirmation of a book-entry transfer of such Common Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in the section of the Offer to Purchase entitled “ The Offer — Section 3 — Procedure for Tendering Shares; Book-Entry Transfer ”)) and, if certificates have been issued in respect of Rights prior to the Expiration Date, certificates representing the associated Rights; (ii) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or an Agent’s Message (as defined in the section of the Offer to Purchase entitled “ The Offer — Section 3 — Procedures for Tendering Shares; Book-Entry Transfer” ) in lieu of a Letter of Transmittal; and (iii) any other required documents. For a description of the procedure for tendering Shares pursuant to the Offer, see the section of the Offer to Purchase entitled “ The Offer — Section 3 — Procedure for Tendering Shares. ” Accordingly, payment may be made to tendering shareholders at different times if delivery of the Shares or other required documents occurs at different times.
Instruction Form with Respect to
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(including the Associated Preferred Stock Purchase Rights)
of
GENCO SHIPPING & TRADING LIMITED
at
$23.50 Net Per Share (including the Associated Preferred Stock Purchase Right)
by
4 DRAGON MERGER SUB INC.
a direct wholly-owned subsidiary
of
DIANA SHIPPING INC.,
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated May 4, 2026 (as it may be amended or supplemented from time to time, the “ Offer to Purchase ”), and the related letter of transmittal that accompanies the Offer to Purchase (as it may be amended or supplemented from time to time, the “ Letter of Transmittal ,” and together with the Offer to Purchase, the “ Offer ”), in connection with the offer by 4 Dragon Merger Sub Inc., a corporation organized under the laws of the Marshall Islands (the “ Purchaser ”) and a direct wholly-owned subsidiary of Diana Shipping Inc., a corporation organized under the laws of the Marshall Islands (together with its subsidiaries, “ Diana ”), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the “ Common Shares ”), of Genco Shipping & Trading Limited, a corporation organized under the laws of the Marshall Islands (“ Genco ”) (including the associated preferred stock purchase rights (the “ Rights ”, and together with the Common Shares, the “ Shares ”) issued pursuant to the Shareholder Rights Agreement, dated October 1, 2025 (as amended by that First Amendment, dated November 10, 2025, and as it may be further amended or supplemented from time to time), by and between Genco and Computershare Inc., as Rights Agent), other than Shares held in treasury by Genco, at $23.50, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions described in the Offer to Purchase and the related Letter of Transmittal.
The undersigned hereby instruct(s) you to tender the number of Shares indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal.
The undersigned understand(s) and acknowledge(s) that all questions as to validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares and of the surrender of any certificate representing Common Shares and, if certificates have been issued in respect of Rights prior to the Expiration Date, certificates representing the associated Rights, submitted on its behalf to Computershare Trust Company, N.A., the depositary for the Offer (the “ Depositary ”), will be determined by the Purchaser and/or its affiliates (which may delegate power in whole or in part to the Depositary) in its and/or their sole discretion, which determination will be final and binding on all parties, subject to the rights of tendering shareholders of Genco to challenge such determination with respect to their Shares in a court of competent jurisdiction. In addition, the undersigned understands and acknowledges that:
1. Purchaser reserves the absolute right to (i) reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in Purchaser’s opinion, be unlawful and (ii) waive any defect or irregularity in the tender of any Shares of any particular shareholder, whether or not similar defects or irregularities are waived in the case of any other shareholder.
2. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived to Purchaser’s satisfaction.
3. None of Purchaser, Diana or any of their respective affiliates or assigns, the Depositary, Okapi Partners LLC, in its capacity as information agent for the Offer, DNB Carnegie, Inc., in its
capacity as the dealer manager for the Offer, or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.
The method of delivery of this document is at the election and risk of the tendering shareholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
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Dated:
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, 2026
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Number of Shares to be Tendered:
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Shares*
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Account Number:
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Capacity**:
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Signature(s)
Name(s)
Address(es)
(Zip Code)
Area Code and Telephone Number
Taxpayer Identification or Social Security Number(s)
*
Unless otherwise indicated, you are deemed to have instructed us to tender all Shares held by us for your account.
**
Please provide if signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or other person acting in a fiduciary or representative capacity.
### EX-99.(A)(1)(F) - EXHIBIT (A)(1)(F)
EX-99.(A)(1)(F)
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tm2612953d2_ex99-a1f.htm
EXHIBIT (A)(1)(F)
Exhibit (a)(1)(F)
This announcement is neither an offer to purchase
nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase,
dated May 4, 2026, and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto. The Offer
is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of
the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. The Purchaser (as defined below) is not
aware of any jurisdiction where the making of the Offer or the tender of Shares in connection therewith would not be in compliance with
the laws of such jurisdiction. If Purchaser becomes aware of any jurisdiction in which making of the Offer or the acceptance of the Shares
pursuant thereto would not be in compliance with applicable law, the Purchaser will make a good-faith effort to comply with any such
law. If, after a good-faith effort, the Purchaser cannot comply with the any such law, the Offer will not be made to, nor will tenders
be accepted from or on behalf of, the holders of Shares in that jurisdiction. In those jurisdictions where applicable laws require that
the Offer be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered
brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.
Notice of Offer
to Purchase for Cash
All Outstanding
Shares of Common Stock
(Including the
Associated Preferred Stock Purchase Rights)
of
GENCO SHIPPING &
TRADING LIMITED
at
$23.50 Net Per
Share (including the Associated Preferred Stock Purchase Right)
by
4 DRAGON MERGER
SUB INC.
a wholly owned
subsidiary
of
DIANA SHIPPING
INC.
THE OFFER AND
WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON JUNE 2, 2026, UNLESS THE OFFER IS EXTENDED.
4 Dragon Merger Sub Inc., a corporation organized
under the laws of the Marshall Islands (the “ Purchaser ”) and a direct wholly-owned subsidiary of Diana Shipping Inc.,
a corporation organized under the laws of the Marshall Islands (together with its subsidiaries, “ Diana, ” “ we ,”
“ our ,” or “ us ”), is offering to purchase all of the outstanding shares of Common Stock, par value
$0.01 per share (the “ Common Shares ”) of Genco Shipping & Trading Limited, a corporation organized under
the laws of the Marshall Islands (“ Genco ”)(including the associated preferred stock purchase rights (the “ Rights ”,
and together with the Common Shares, the “ Shares ”) issued pursuant to the Shareholder Rights Agreement, dated October 1,
2025 (as amended by that First Amendment, dated November 10, 2025, and as it may be further amended or supplemented from time to
time, the “ Rights Agreement ”), by and between Genco and Computershare Inc., as Rights Agent), other than Shares held
in treasury by Genco, at $23.50 per Share, net to the seller in cash, without interest and less any required withholding taxes (the “ Offer
Price ”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 4, 2026 (as it may
be amended or supplemented from time to time, the “ Offer to Purchase ”) and the related letter of transmittal that
accompanies the Offer to Purchase (as it may be amended or supplemented from time to time, the “ Letter of Transmittal, ”
and together with the Offer to Purchase, the “ Offer ”).
We are seeking to enter into a definitive agreement
for the acquisition of Genco by Diana, and are prepared to engage with Genco immediately. On November 24, 2025, we made an initial
proposal to the Board of Directors of Genco (the “ Genco Board ”) to acquire all of the outstanding Shares that Diana
did not already own for a price of $20.60 per share in cash. On March 6, 2026, we increased the offer price for our proposal to $23.50
per Share (this March 2026 proposal, our “ Proposal ”). We are making the Offer directly to the Genco shareholders
to ensure that they have the full terms of our Proposal as set out in the Offer to Purchase.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00
P.M., NEW YORK CITY TIME,
ON JUNE 2, 2026, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS NOT SUBJECT TO ANY FINANCING CONDITION.
Consummation of the Offer is conditioned, among
other things, upon the following conditions: (i) Genco shall have entered into a definitive merger agreement with Diana and the Purchaser
substantially in the form of the merger agreement attached to the Offer to Purchase as Annex A (the “ Diana/Genco Merger Agreement ”),
with (A) changes required to reflect a Top-Up Option (as described in the Offer to Purchase), (B) changes required to reflect
completion of the Offer followed by a second-step merger under Section 96 of the Marshall Islands Business Corporations Act (the
“ BCA ”), (C) disclosure schedules provided by Genco that are reasonably acceptable to us, and (D) any other
changes mutually agreed between Diana and Genco (the foregoing, the “ Merger Agreement Condition ”); (ii) Genco
shareholders shall have validly tendered and not withdrawn prior to the expiration of the Offer at least that number of Shares that, together
with the Shares already owned by Diana, constitutes at least a majority of the then-outstanding Shares on a fully diluted basis (which
includes all Shares issuable upon the exercise, conversion, exchange or settlement of any options, rights, awards or securities that are
exercisable for, settled in or convertible into Shares then outstanding regardless of whether or not then vested, convertible or exercisable);
(iii) either (A) the Rights Agreement shall have been validly terminated and all of the Rights shall have been redeemed or (B) the
Rights Agreement shall have been otherwise made inapplicable to the Offer, the transactions contemplated by the Diana/Genco Merger Agreement
(including the second-step merger), and Diana and its affiliates (the foregoing, the “ Poison Pill Removal Condition ”);
(iv) the Genco Board shall have validly approved the Diana/Genco Merger Agreement and the transactions contemplated by the Diana/Genco
Merger Agreement (including the second-step merger) for purposes of Article M of Genco’s Amended and Restated Articles of Incorporation
(as amended and in effect, the “ Genco Articles of Incorporation ”), such that Article M of the Genco Articles of
Incorporation would not prohibit, restrict, or apply to the Diana/Genco Merger Agreement or the transactions contemplated by the Diana/Genco
Merger Agreement (including the second-step merger) (the foregoing, the “ Affiliate Transaction Condition ”); (v) any
applicable mandatory waiting period, clearance or affirmative approval of any governmental body, agency or authority required to consummate
the Offer and the second-step merger shall have expired or been obtained; (vi) no governmental authority shall have enacted, issued,
promulgated, enforced or entered any law or order which is then in effect and has the effect of making the Offer or the second-step merger
illegal or otherwise restricting, preventing or prohibiting consummation of the Offer or the second-step merger; (vii) there shall
not have occurred any event, circumstance, change, development or effect that, individually or in the aggregate, has had, or would reasonably
be expected to have, a Material Adverse Effect (as defined in the section of the Offer to Purchase entitled “ The Offer - Section 14
- Conditions of the Offer” ); and (viii) Genco shall not have taken any action or actions that would have constituted a
breach in any material respect of the interim operating provisions set forth in Section 6.1 of the Diana/Genco Merger Agreement as
if such agreement had been entered into as of the date of this Offer.
The proposed Diana/Genco Merger Agreement also
contains other closing conditions to the Offer. Please see the sections of the Offer to Purchase entitled “ The Offer - Section 14
- Conditions of the Offer ”, “ The Offer - Section 11 - Background of the Offer; Other Transactions with Genco ”
and “ The Offer - Section 12 - Purpose of the Offer and the Merger; Plans for Genco; Statutory Requirements; Approval of
the Merger .”
Satisfaction
of each of the Merger Agreement Condition, the Poison Pill removal Condition, and the Affiliate Transaction Condition is solely within
the control of Genco and the members of the Genco Board.
Subject to applicable law, we reserve the right
to amend the Offer in any respect (including amending the Offer Price). In addition, in the event that we enter into a merger agreement
with Genco and such merger agreement does not provide for a tender offer, we reserve the right to terminate the Offer, in which case the
Shares would, upon consummation of such merger, be converted into the right to receive the consideration negotiated by us and Genco and
specified in such merger agreement.
The Offer has not been approved or disapproved
by the U.S. Securities and Exchange Commission (“SEC”) or any state securities commission, nor has the SEC or any state securities
commission passed upon the fairness or merits of the Offer or upon the accuracy or adequacy of the information contained in the Offer
to Purchase or the Letter of Transmittal. Any representation to the contrary is a criminal offense.
In the second-step merger, each remaining outstanding
Share (other than Shares held in treasury by Genco and Shares owned by Diana and its wholly-owned subsidiaries) would be converted into
the right to receive the same amount of cash as is received by Genco shareholders pursuant to the Offer. After the second-step merger,
Diana will own all of the outstanding Shares, and Genco will be a wholly-owned direct subsidiary of Diana. See the sections of the Offer
to Purchase entitled “ The Offer - Section 12 - Purpose of the Offer and the Merger; Plans for Genco; Statutory Requirements;
Approval of the Merger. ” However, in the event that we enter into a definitive merger agreement with Genco that does not provide
for a tender offer, we reserve the right to terminate the Offer, in which case the Shares would, upon consummation of such merger, be
converted into the consideration negotiated by us and Genco and specified in such definitive merger agreement.
The term “ Expiration Date ”
means 5:00 p.m., New York City time, on June 2, 2026, unless extended, in which event “ Expiration Date ” means
the time and date at which the Offer, as so extended, shall expire. We may, in our sole discretion, extend the Expiration Date of the
Offer at any time or from time to time for any reason. If the Offer is extended, we will inform the Depositary (as defined below) of
that fact and will issue a press release announcing the extension, no later than 9:00 a.m., New York City time, on the next business
day after the date the Offer was scheduled to expire. See the Offer to Purchase under the heading “ The Offer - Section 1
- Terms of the Offer ”.
For purposes of the Offer, we will be deemed to
have accepted for payment tendered Shares when, as, and if we give oral or written notice of the acceptance to Computershare Trust Company,
N.A., the depositary for the Offer (the “ Depositary ”). The Purchaser will pay for Shares accepted for payment pursuant
to the Offer by depositing the purchase price with the Depositary, which will act as agent for the tendering shareholders for the purpose
of receiving payments from the Purchaser and transmitting such payments to the tendering shareholders.
In all cases, payment for Shares accepted for
payment pursuant to the Offer will be made only after timely receipt by the Depositary of: (i) certificates for such Common Shares
(or a confirmation of a book-entry transfer of such Common Shares into the Depositary’s account at the Book-Entry Transfer Facility
(as defined in the section of the Offer to Purchase entitled “ The Offer - Section 3 - Procedure for Tendering Shares; Book-Entry
Transfer ”)) and, if certificates have been issued in respect of Rights prior to the Expiration Date, certificates representing
the associated Rights; (ii) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof)
or Agent’s Message (as defined in the section of the Offer to Purchase entitled “ The Offer - Section 3 - Procedures
for Tendering Shares; Book-Entry Transfer ”) in lieu of a Letter of Transmittal; and (iii) any other required documents.
For a description of the procedure for tendering Shares pursuant to the Offer, see the section of the Offer to Purchase entitled “ The
Offer - Section 3 - Procedure for Tendering Shares. ” Accordingly, payment may be made to tendering shareholders at different
times if delivery of the Shares and other required documents occurs at different times. Under no circumstances will the Purchaser pay
interest on the consideration paid for tendered Shares, regardless of any extension of or amendment to the Offer or any delay in making
such payment.
A shareholder may withdraw Shares that it has
previously tendered pursuant to the Offer pursuant to the procedures set forth below at any time before the Expiration Date. Thereafter,
tenders of Shares are irrevocable, except that they may also be withdrawn after July 6, 2026, which is the first business day after
the 60th day from the commencement of the Offer, unless such Shares have already been accepted for payment by the Purchaser pursuant
to the Offer. If we extend the Offer, delay acceptance for payment or payment for Shares or are unable to accept for payment or pay for
Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, on our behalf,
retain all Shares tendered, and such Shares may not be withdrawn except as otherwise provided in the Offer to Purchase. For a withdrawal
to be effective, a written notice of withdrawal with respect to the Shares must be timely received by the Depositary at one of its addresses
set forth on the back cover of the Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that
of the person who tendered such Shares. If the certificates evidencing Common Shares or the certificates, if any, for the associated
Rights to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Shares tendered
by an Eligible Institution (as defined in the Offer to Purchase)) signatures guaranteed by an Eligible Institution must be submitted
before the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates,
the name of the registered holder (if different from that of the tendering shareholder) and the serial numbers shown on the particular
certificates evidencing the Common Shares or associated Rights to be withdrawn, or in the case of Common Shares tendered by book-entry
transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Common Shares.
We will interpret, in our discretion, the terms
and conditions of the Offer (including the instructions hereto). We will determine, in our discretion, all questions as to the form and
validity (including time of receipt) of any notice of withdrawal. We also reserve the absolute right to waive any defect or irregularity
in the withdrawal of Shares by any shareholder, whether or not similar defects or irregularities are waived in the case of any shareholder.
None of Diana, the Purchaser or any of their respective affiliates or assigns, the Depositary, the Dealer Manager (as defined below),
the Information Agent (as defined below) or any other person will be under any duty to give notification of any defect or irregularity
in any notice of withdrawal or any waiver of any such defect or irregularity or incur any liability for failure to give any such notification.
The information required to be disclosed by paragraph
(d)(1) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained
in the Offer to Purchase and is incorporated herein by reference.
In general, the receipt of cash in exchange for
Shares pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes. For a summary of certain U.S. federal
income tax consequences of the Offer and the second-step merger, see the section of the Offer to Purchase entitled “ The Offer
- Section 5 – Certain Material U.S. Federal Income Tax Consequences .” Each shareholder should consult its own
tax advisor about the particular tax consequences to you of selling your Shares pursuant to the Offer or the second-step merger (including
the application and effect of any state, local or non-U.S. income and other tax laws).
The Offer to Purchase and the related Letter
of Transmittal contain important information and both documents should be read carefully and in their entirety before any decision is
made with respect to the Offer. Under Rule 14d-5 of the Securities Exchange Act of 1934, we are entitled to make a request to
Genco for the use of its shareholder list and security position listings for the purpose of disseminating the Offer to holders of Shares.
The Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on Genco’s
shareholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, banks, trust companies
and similar persons whose names, or the names of whose nominees, appear on the shareholder list or, if applicable, who are listed as participants
in a clearing agency’s security position listing.
You may direct questions and requests for assistance
to Okapi Partners LLC, which is acting as the Information Agent for the Offer (the “ Information Agent ”), or to DNB
Carnegie, Inc., which is acting as the dealer manager for the Offer (the “ Dealer Manager ”), at the telephone numbers
set forth below. You may direct requests for copies of the Offer to Purchase, the related Letter of Transmittal or the Notice of Guaranteed
Delivery and all other tender offer materials may be directed to the Information Agent or brokers, dealers, commercial banks and trust
companies, and copies will be furnished promptly at our expense. Stockholders may also contact their broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Banks and Brokerage Firms, Please Call: (212)
297-0720
Shareholders and All Others Call Toll-Free: (855)
305-0857
E-mail: info@okapipartners.com
The Dealer Manager for the Offer is:
DNB Carnegie, Inc.
30 Hudson Yards, 81 st Floor
New York, NY 10001
(212) 681-3800
May 4, 2026
### EX-99.(A)(5)(A) - EXHIBIT (A)(5)(A)
EX-99.(A)(5)(A)
8
tm2612953d2_ex99-a5a.htm
EXHIBIT (A)(5)(A)
Exhibit (a)(5)(A)
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
DIANA SHIPPING
INC. LAUNCHES TENDER OFFER TO ACQUIRE ALL OUTSTANDING
SHARES OF GENCO SHIPPING & TRADING FOR $23.50 PER SHARE IN CASH
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 4, 2026 – 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.