We are providing this summary term sheet for your convenience. We refer to the shares of our Common Stock as the “shares.” This summary term sheet highlights certain material information in this Offer to Purchase, but you should realize that it does not describe all of the details of the Offer to the same extent described in this Offer to Purchase. We urge you to read the entire Offer to Purchase and the related Letter of Transmittal because they contain the full details of the Offer. We have included references to the sections of this Offer to Purchase where you will find a more complete discussion where helpful.
Who is offering to purchase my shares?
Toro Corp.
What is the Company offering to purchase?
We are offering to purchase up to 4,500,000 shares of our Common Stock. See Section 1.
What will the purchase price for the shares be and what will be the form of payment?
We are offering to purchase up to 4,500,000 shares of the Common Stock, at a price of $2.75 per share, net to the seller in cash, less any applicable withholding taxes and without interest.
If your shares are purchased in the Offer, we will pay you the purchase price in cash, less any applicable withholding taxes and without interest, promptly after the Offer expires. See Sections 1 and 5. Under no circumstances will we pay interest on the purchase price, even if there is a delay in making payment.
What happens if fewer than 4,500,000 shares are tendered?
The Offer is not conditioned on any minimum number of shares being tendered. If fewer than 4,500,000 shares are properly tendered, subject to the conditions of the Offer, we will purchase all shares that are properly tendered and not properly withdrawn.
What happens if more than 4,500,000 shares are tendered?
If more than 4,500,000 shares are properly tendered and not properly withdrawn prior to the Expiration Time (as defined herein), we will purchase shares, subject to the terms of the Offer (a) first, from any Odd Lot Shareholders and (b) thereafter, on a pro rata basis with respect to shares tendered prior to the Expiration Time. Because of the proration provision described above, we may not purchase all of the shares that you tender if more than 4,500,000 shares are properly tendered and not properly withdrawn. See Section 1.
You may tender all or any portion of the shares you own, even if the number of shares you own exceeds the number of shares we may accept for purchase in the Offer. If more than 4,500,000 shares are properly tendered and not properly withdrawn prior to the Expiration Time, we will purchase shares, subject to the terms of the Offer (a) first, from any Odd Lot Shareholders and (b) thereafter, on a pro rata basis with respect to shares tendered prior to the Expiration Time.
How will the Company pay for the shares?
Assuming that the maximum of 4,500,000 shares are tendered in the Offer at the purchase price of $2.75 per share, the aggregate purchase price will be approximately $12,375,000. We anticipate that we will pay for the shares tendered in the Offer from funds available from cash and cash equivalents.
How long do I have to tender my shares? Can the Offer be extended, amended or terminated?
You may tender your shares until the Offer expires. The Offer will expire at the end of the day, 5:00 P.M., Eastern Time, on August 7, 2025 (the “Expiration Time”), unless we extend it. See Section 1. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely the nominee has established an earlier deadline for you to act to instruct the nominee to accept the Offer on your behalf. We urge you to contact the broker, dealer, commercial bank, trust company or other nominee to find out the nominee’s deadline.
We may choose to extend the Offer at any time and for any reason, subject to applicable laws. See Section 14. We cannot assure you that we will extend the Offer or indicate the length of any extension that we may provide. If we
