Castor Maritime Inc. (NASDAQ: CTRM), (“Castor” or the “Company”), a
diversified global shipping company, announces that it has
commenced today a tender offer (the “Offer”) to purchase all of its
10,330,770 outstanding Common Share Purchase Warrants issued on
April 7, 2021 (the “Warrants”) at a price of $0.105 per Warrant,
net to the seller in cash, without interest. Payments made pursuant
to the Offer will be rounded down to the nearest whole cent. The
Warrants are exercisable in the aggregate into 103,307 of our
common shares, par value $0.001 per share (the “Common Shares”), at
an exercise price per Warrant of $55.30. The purpose of the
proposed Offer is to reduce the number of Common Shares that would
become outstanding upon the exercise of the Warrants, thereby
providing investors and potential investors with greater clarity as
to the Company’s capital structure. The Offer is not conditioned
upon the receipt of financing or any minimum number of Warrants
being tendered, but is subject to certain other conditions. The
Company will pay for Warrants tendered in the Offer with available
cash and cash equivalents and has engaged Maxim Group LLC to act as
dealer manager for the Offer.
The Offer will expire at 5:00 P.M. Eastern Time
on May 20, 2024, unless extended at any time or from time to time
by us. Tenders of Warrants must be made prior to the expiration of
the Offer in accordance with the procedures described in the Offer
to Purchase and related Letter of Transmittal, each relating to the
Offer, that the Company has filed with the U.S. Securities and
Exchange Commission (the “SEC”) on April 22, 2024. Specific
instructions and an explanation of the terms and conditions of the
Offer are contained in the Offer to Purchase and related Letter of
Transmittal that have been mailed to warrantholders.
Important Additional Information about
the Offer
This press release is for informational purposes
only and is not a recommendation to buy or sell the Warrants or any
other securities, and it is neither an offer to purchase nor a
solicitation of an offer to sell Warrants or any other securities.
The Company has filed an Issuer Tender Offer Statement on Schedule
TO (the “Schedule TO”), including as exhibits, among other things,
the Offer to Purchase, Letter of Transmittal and related materials,
with the SEC. The Offer is only being made pursuant to the Offer to
Purchase and related Letter of Transmittal filed as a part of the
Schedule TO. Warrantholders should read carefully the Offer to
Purchase and related Letter of Transmittal and the Schedule TO,
including all exhibits, attachments, amendments and/or supplements
thereto, prior to making any decision with respect to the Offer
because such documents contain important information, including the
various terms of, and conditions to, the Offer. Investors may
obtain a free copy of the Schedule TO, the Offer to Purchase, the
Letter of Transmittal and other documents that the Company has
filed with the SEC at the SEC’s website at www.sec.gov. Holders of
the Warrants may also request additional copies of Offer to
Purchase and related Letter of Transmittal by contacting the
Company at warrants@castormaritime.com or 223 Christodoulou
Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus,
in each case directed to the attention of Petros Panagiotidis.
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 13 vessels, with an
aggregate capacity of 0.9 million dwt, currently consisting of four
Kamsarmax vessels, including the M/V Magic Venus, which the Company
agreed to sell on December 21, 2023, seven Panamax dry bulk
vessels, including the M/V Magic Horizon, which the Company agreed
to sell on January 29, 2024, and two 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 current or
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 occurrence of any event,
change or other circumstance that could cause us to record a
different net gain or loss than expected on the sales of the M/V
Magic Venus and the M/V Magic Horizon, factors and uncertainties in
connection with the consummation of any sale of our vessels, the
effects of the Company’s spin-off transaction or any similar
transaction, our business strategy, dry bulk and containership
market conditions and trends, the changes in the size and
composition of our fleet, our ability to realize the expected
benefits of vessel acquisitions, 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, fluctuations
in interest rates and currencies, any malfunction or disruption of
information technology systems and networks that our operations
rely on or any impact of a possible cybersecurity breach, existing
or future disputes, proceedings or litigation, 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 armed
conflicts, such as the war in Ukraine and the conflict in the
Middle East, acts of piracy or maritime aggression, such as recent
maritime incidents involving vessels in and around the Red Sea,
sanctions, “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
accidents, 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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