Core Viewpoint - Rubicon Technology, Inc. has entered into a definitive merger agreement to acquire Janel Group LLC, making it a wholly owned subsidiary of Rubicon, with Janel Corp receiving shares of Rubicon common stock [1][3]. Company Overview - Janel Group, based in Garden City, New York, is a non-asset based, full-service provider of cargo transportation logistics management services, with revenues of approximately $181.3 million and operating income of approximately $8.7 million for the 12-month period ended June 30, 2025 [2][11]. - Rubicon Technology specializes in advanced materials, particularly monocrystalline sapphire products for optical systems and specialty electronic devices [9]. Transaction Details - Janel Corp will sell all issued and outstanding equity of Janel Group to Rubicon in exchange for 7,000,000 shares of Rubicon common stock, valued at $4.75 per share, while Rubicon will assume approximately $23 million of Janel Group's indebtedness [4]. - Following the transaction, Janel Corp will own approximately 86.5% of Rubicon's common stock, increasing from 46.6% prior to the transaction [5]. Financial Implications - The transaction allows Rubicon to acquire a profitable business and gain better access to capital, with Janel Corp shareholders benefiting from their ownership of Rubicon [3]. - Rubicon will gain access to a total of $35 million in borrowing capacity as part of a revolving credit facility under Janel Corp's existing credit line [4]. Governance and Compliance - The existing governance, nomination, and voting agreement will remain in place, requiring review and approval by Rubicon's independent directors for related party transactions until Janel Corp or its affiliates acquire more than 90% of Rubicon's outstanding stock [5]. - Rubicon has adopted a stockholder rights plan to protect its net operating loss carryforwards, and the board has determined that the transaction will not impair these carryforwards [6]. Future Plans - Janel Corp plans to make a tender offer for an additional 400,000 shares of Rubicon stock at $4.75 per share, contingent upon a successful Rubicon stockholder vote, which would increase Janel Corp's ownership to approximately 90.7% of Rubicon's common stock [7].