Toro Corp. Announces Spin-Off of Handysize Tanker Business

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  • Toro Board Approves Separation of Handysize Tanker Operations.
  • Shareholders to Receive Robin Energy Ltd. Shares in Spin-Off.
  • Robin Energy Applies for Nasdaq Listing.

On February 28, 2025, Limassol, Cyprus, – Toro Corp. (NASDAQ: TORO), a global energy transportation services firm, voted to spin off its Handysize tanker operations. The action, authorised by the Board of Directors on the recommendation of an independent members’ special committee, consists of the demerger of one Handysize tanker and Xavier Shipping Co. into a new company, Robin Energy Ltd., reports Toro.

Share Distribution and Listing Plans

Toro shareholders will be entitled to receive one common share of Robin for each eight common shares of Toro that they own as part of the spin-off. Robin has requested its shares be listed on the Nasdaq Capital Market. Petros Panagiotidis, the Chairman and CEO of Toro, will serve in the same capacity at Robin upon the spin-off’s completion.

Strategic Benefits of the Spin-Off

The Board is of the view that the establishment of a new business specializing in Handysize Product Tankers will be highly beneficial to both Toro and Robin. As separate businesses, each of the companies can more effectively concentrate on their core business, enhance operational effectiveness, and pursue strategic growth opportunities. The separation is also anticipated to bring in new investors and grant Toro shareholders more flexibility in managing their investments in various shipping segments.

No Action Necessary for Shareholders

Toro shareholders will not be required to take any action to obtain their Robin shares, nor do they have to pay any consideration or surrender their current Toro shares. Fractional shares of Robin, however, will not be paid out. Rather, the fractional shares will be combined, sold in the open market, and the proceeds distributed pro rata to the entitled shareholders.

Regulatory Filings and Conditions

Robin has submitted a registration statement on Form 20-F to the Securities and Exchange Commission (SEC), which gives additional information regarding the spin-off. The deal is still contingent upon the effectiveness of this registration statement and Robin’s listing on the Nasdaq Capital Market is approved. No assurance can be given about the timing or the ultimate terms of the spin-off.

A filing of the registration statement is at www.sec.gov, although the information within the filing is not definitive and continues to be subject to revision.

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Source: TORO