Core Viewpoint - Rubicon Technology, Inc. has successfully acquired Janel Group LLC, making it a wholly owned subsidiary, which is expected to enhance Rubicon's profitability and access to capital [1][3]. Transaction Overview - The acquisition was finalized with Janel Corp selling all equity of Janel Group to Rubicon for 7,000,000 shares of Rubicon common stock valued at $4.75 per share [4]. - Rubicon will assume approximately $23 million in Janel Group's debt and gain access to $35 million in borrowing capacity through a revolving credit facility [4]. Financial Performance - Janel Group reported revenues of approximately $181.3 million and operating income of about $8.7 million for the 12-month period ending June 30, 2025 [2]. Shareholding Changes - Prior to the acquisition, Janel Corp owned 1,108,000 shares of Rubicon, representing about 46.6% of Rubicon's outstanding stock. Post-transaction, Janel Corp's ownership increased to approximately 86.5% [5]. - Following the acquisition, Janel Corp plans to make a tender offer for an additional 426,000 shares of Rubicon at $4.75 per share, which would increase its ownership to approximately 91.0% [7]. Governance and Compliance - The existing governance and voting agreements between Janel Corp and Rubicon will remain in effect, requiring independent director approval for related party transactions until Janel Corp or its affiliates acquire over 90% of Rubicon's stock [5]. - Rubicon has adopted a stockholder rights plan to protect its net operating loss carryforwards, which the board has determined will not be impaired by this transaction [6].