Castor Maritime Inc. Announces Filing of a Revised Registration Statement for the Proposed Spin-Off of its Tanker Fleet

Rhea-AI Summary

Castor Maritime (NASDAQ: CTRM) announced an amendment to the spin-off terms of its tanker fleet, which consists of six Aframax/LR2 and two Handysize tankers to be held by Toro Corp. Shareholders will receive one Toro share for every ten Castor shares held as of December 6, 2022. The spin-off, set for January 2023, is subject to approval and regulatory conditions. Fractional shares will be aggregated and sold in the market, with cash proceeds distributed to eligible shareholders. Toro has filed a registration statement with the SEC as part of this process.

Positive

• Shareholders will receive one Toro common share for every ten Castor shares held, enhancing shareholder value.
• Spin-off expected to be completed in January 2023, providing potential growth opportunities in the tanker sector.

Negative

• Spin-off dependent on regulatory approval and effectiveness of the registration statement, introducing uncertainty.
• No assurance provided that the distribution will occur as planned.

LIMASSOL, Cyprus, Dec. 30, 2022 (GLOBE NEWSWIRE) -- 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 Panagiotidis
Castor Maritime Inc.
Email: ir@castormaritime.com

Media Contact:
Kevin Karlis
Capital Link
Email: castormaritime@capitallink.com

FAQ

What are the terms of the Castor Maritime spin-off for CTRM shareholders?

CTRM shareholders will receive one common share of Toro Corp for every ten shares held as of December 6, 2022.

When is the Castor Maritime spin-off expected to occur?

The spin-off is expected to occur in January 2023, pending regulatory approval.

What will happen to fractional shares in the Castor Maritime spin-off?

Fractional Toro shares will be aggregated and sold, with cash proceeds distributed to shareholders.

Is the spin-off of Toro Corp confirmed for Castor Maritime?

The spin-off remains subject to regulatory approval and may not occur as planned.