Castor Maritime Inc. Announces Filing of a Revised Registration Statement for the Proposed Spin-Off of its Tanker Fleet
December 30 2022 - 4:30PM
Castor Maritime Inc. (NASDAQ: CTRM), (“Castor” or the “Company”), a
diversified global shipping company, announced today that its Board
of Directors, consisting of its independent disinterested members
(the "Board"), has decided, on the recommendation of a special
committee of the Board, to amend certain terms of the proposed
spin-off of the whole of its tanker fleet comprising six
Aframax/LR2 and two Handysize tankers to be held by its current
subsidiary, Toro Corp. (“Toro”). In the proposed spin-off, Castor
shareholders will receive one common share of Toro for every ten
Castor common shares held at the close of business on December 6,
2022 (the “Record Date”).
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. 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 in January 2023 and will be
announced by the Company at a later date.
Toro has filed an amended 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,
including the new terms of the Series A Preferred Shares. The
proposed distribution and spin-off remain subject to, among other
things, 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
distribution or the spin-off will occur or, if they do occur, of
their terms or timing. A copy of the registration statement on Form
20-F is available at www.sec.gov. The information in the filed
registration statement on Form 20-F is not final and remains
subject to change.
About Castor Maritime
Inc. Castor Maritime Inc. is an international
provider of shipping transportation services through its ownership
of oceangoing cargo vessels. Castor owns a fleet of 30 vessels,
with an aggregate capacity of 2.5 million dwt, consisting of 1
Capesize, 7 Kamsarmax and 12 Panamax dry bulk vessels, 1 Aframax, 5
Aframax/LR2, 2 Handysize tankers and 2 2,700 TEU containership
vessels.
For more information, please visit the Company’s
website at www.castormaritime.com. Information on our website does
not constitute a part of this press release.
Cautionary Statement Regarding
Forward-Looking Statements Matters discussed in this
press release may constitute forward-looking statements. We intend
such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”)
and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Forward-looking statements include statements
concerning plans, objectives, goals, strategies, future events or
performance, and underlying assumptions and other statements, which
are other than statements of historical facts. We are including
this cautionary statement in connection with this safe harbor
legislation. The words “believe”, “anticipate”, “intend”,
“estimate”, “forecast”, “project”, “plan”, “potential”, “will”,
“may”, “should”, “expect”, “pending” and similar expressions
identify forward-looking statements. The forward-looking statements
in this press release are based upon various assumptions, many of
which are based, in turn, upon further assumptions, including
without limitation, our management’s examination of historical
operating trends, data contained in our records and other data
available from third parties. Although we believe that these
assumptions were reasonable when made, because these assumptions
are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are
beyond our control, we cannot assure you that we will achieve or
accomplish these forward-looking statements, including these
expectations, beliefs or projections. We undertake no obligation to
update any forward-looking statement, whether as a result of new
information, future events or otherwise. In addition to these
important factors, other important factors that, in our view, could
cause actual results to differ materially from those discussed in
the forward‐looking statements include the effects of the proposed
Spin-Off, our business strategy, dry bulk and tanker market
conditions and trends, the rapid growth of our fleet, our
relationships with our current and future service providers and
customers, our ability to borrow under existing or future debt
agreements or to refinance our debt on favorable terms and our
ability to comply with the covenants contained therein, our
continued ability to enter into time or voyage charters with
existing and new customers and to re-charter our vessels upon the
expiry of the existing charters, changes in our operating and
capitalized expenses, our ability to fund future capital
expenditures and investments in the acquisition and refurbishment
of our vessels, instances of off-hire, future sales of our
securities in the public market and our ability to maintain
compliance with applicable listing standards, volatility in our
share price, potential conflicts of interest involving members of
our board of directors, senior management and certain of our
service providers that are related parties, general domestic and
international political conditions or events (including “trade
wars”, global public health threats and major outbreaks of
disease), changes in seaborne and other transportation, changes in
governmental rules and regulations or actions taken by regulatory
authorities, and the impact of adverse weather and natural
disasters. Please see our filings with the Securities and Exchange
Commission for a more complete discussion of these and other risks
and uncertainties. The information set forth herein speaks only as
of the date hereof, and we disclaim any intention or obligation to
update any forward‐looking statements as a result of developments
occurring after the date of this communication.
CONTACT DETAILS
For further information please contact:
Petros PanagiotidisCastor Maritime Inc. Email:
ir@castormaritime.com
Media Contact: Kevin Karlis Capital LinkEmail:
castormaritime@capitallink.com
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