Castor Maritime Inc. consisting of its independent disinterested members (the “Board”), has decided, on the recommendation of a special committee of the Board, to effect a spin-off of its tanker fleet comprising one Aframax, five Aframax/LR2 and two Handysize tankers (the “Spin-Off”), says an article published on Global news wire.
Newly formed subsidiary
In the Spin-Off, Castor shareholders will receive two common shares of Toro Corp. (“Toro”), a newly formed subsidiary that will act as the holding company for the eight tanker vessels, for every five Castor common shares held at the close of business on December 6, 2022 (the “Record Date”).
Common shares
Toro has applied to have its common shares listed on the Nasdaq Capital Market. Castor’s Chairman, Chief Executive Officer and Chief Financial Officer, Petros Panagiotidis, has been appointed as Chairman and Chief Executive Officer of Toro with effect as of the completion of the Spin-Off.
Distinct sector
The Board believes that the creation of a business in a distinct sector of the shipping industry – tankers – will provide significant benefits to both companies and their shareholders.
Operational efficiencies
The transaction is expected to enable each of Castor and Toro to increase its focus on its respective line of businesses, enhance operational efficiencies, facilitate efficient strategic expansion, attract new investors, and, with this dividend distribution of Toro common shares, give Castor shareholders the flexibility to monetize or adjust their equity holdings according to the shipping sectors in which they want to invest.
Surrender or exchange
Castor shareholders do not need to take any action to receive Toro shares to which they are entitled, and do not need to pay any consideration or surrender or exchange Castor common shares. Fractional Toro common shares will not be distributed to Castor shareholders.
Expected to occur
Instead, the distribution agent will aggregate fractional Toro common shares into whole shares, sell such whole Toro shares in the open market at prevailing rates promptly after Toro’s common shares commence trading on the Nasdaq Capital Market, and distribute the net cash proceeds from the sales pro rata to each holder who would otherwise have been entitled to receive fractional common shares in the distribution.
The distribution is expected to occur on or about December 15, 2022 (the “Distribution Date”).
Registration statement
Toro has filed a registration statement on Form 20-F pursuant to the Securities Exchange Act of 1934 with the Securities and Exchange Commission, which includes a more detailed description of the terms of the proposed Spin-Off.
The Spin-Off remains subject to the registration statement on Form 20-F being declared effective and the approval of the listing of Toro’s common shares on the Nasdaq Capital Market. There can be no assurance that the Spin-Off will occur or, if it does occur, of its terms or timing.
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Source: Global news wire
