Toro Corp. an international energy transportation services company, announces that its Board of Directors, has decided, on the recommendation of a special committee of the Board, consisting of its independent disinterested members, to effect a spin-off of its Handysize tanker business comprising of one Handysize tanker and Xavier Shipping Co. (subsidiary formerly owning the M/T Wonder Formosa). In the Spin-Off, Toro shareholders will receive one common share of Robin Energy, a newly formed subsidiary that will act as the holding company for the one tanker vessel, for every eight Toro common shares. Robin has applied to have its common shares listed on the Nasdaq Capital Market. Toro’s Chairman and Chief Executive Officer, Petros Panagiotidis, has been appointed as Chairman and Chief Executive Officer of Robin with effect as of the completion of the Spin-Off.
The Board believes that the creation of a business in a distinct sector of the shipping industry – Handysize Product Tankers– will provide significant benefits to both companies and their shareholders. The transaction is expected to enable each of Toro and Robin to increase its focus on their respective line of businesses, enhance operational efficiencies, facilitate efficient strategic expansion, attract new investors, and, with this dividend distribution of Robin common shares, give Toro shareholders the flexibility to monetize or adjust their equity holdings according to the shipping sectors in which they want to invest.
Toro shareholders do not need to take any action to receive Robin shares to which they are entitled, and do not need to pay any consideration or surrender or exchange Toro common shares. Fractional Robin common shares will not be distributed to Toro shareholders. Instead, the distribution agent will aggregate fractional Robin common shares into whole shares, sell such whole Robin shares in the open market at prevailing rates promptly after Robin’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.
Robin 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 Robin’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. 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.