Janel Corporation to Launch a Cash Tender Offer to Acquire a 45% Interest in Rubicon Technology, Inc. at $20 Per Share
05 July 2022 - 10:00PM
Rubicon Technology, Inc. (Nasdaq:RBCN) ("Rubicon” or the “Company")
announced today that it has entered into a definitive Stock
Purchase and Sale Agreement (the "Sale Agreement") with Janel
Corporation (Other OTC:JANL) ("Janel"), pursuant to which Janel
will commence a cash tender offer to purchase up to 45% of the
outstanding shares of Rubicon's common stock on a fully-diluted
basis at a price of $20.00 per share. The offer price represents
approximately 120% premium to the Company's closing stock price on
the NASDAQ of $9.10 on July 1, 2022. The Sale Agreement and the
transactions contemplated thereby have been unanimously approved by
the board of directors of both companies. Janel's obligation to
complete the tender offer, among other things, is subject to the
receipt of at least 35% of the outstanding shares of Rubicon's
common stock on a fully-diluted basis.
Upon completion of the tender offer, Rubicon will distribute
cash in the amount of $11.00 per share (the “Distribution”) to the
Company’s stockholders. Upon closing of the tender offer, two of
Rubicon’s current directors will resign and Janel will have the
right to select two individuals to fill the vacancies created by
the resignations. As soon as practicable subsequent to the
tender closing and the Distribution, Rubicon intends to commence
the process to voluntarily delist from the Nasdaq Stock Market and
deregister its securities with the Securities and Exchange
Commission.
Bandera Partners LLC, Sententia Capital Management LLC, Poplar
Point Capital Management LLC and Aldebaran Capital, LLC, the
Company’s four largest stockholders, have entered into agreements
with Janel respectively committing to tender all of their Rubicon
common stock on the same terms as all of Rubicon’s other
stockholders.
"After careful and thorough analysis, together with the advice
of our advisors, the Board has endorsed this transaction as being
in the best interest of Rubicon’s stockholders," said Timothy E.
Brog, the Company’s Chief Executive Officer. "We are pleased that
the combined tender offer and subsequent distribution of cash to
our stockholders will provide stockholders a significant premium to
the current market price, while also enabling investors to retain
equity in the Company and participate in its future direction."
It is anticipated that the tender offer will commence within the
next 10 business days, with the closing anticipated to be
approximately 30 days thereafter. The closing of the tender offer
is subject to customary conditions, as well as the 35% minimum
condition. The tender offer is not subject to a financing
contingency.
About Rubicon Technology, Inc.
Rubicon Technology Worldwide LLC, a wholly owned subsidiary of
Rubicon Technology, Inc., is an advance materials provider
specializing in monocrystalline sapphire products for optical
systems and expertise extending from the preparation of raw
aluminum oxide through sapphire crystal growth and fabrication,
enabling the Company to supply custom sapphire products with
superior quality and precision. The Company is ISO 9001 certified
and ITAR registered. More information is available at Rubicon
Technology, Inc.’s website: www.rubicontechnology.com.
About Janel Corporation
Janel Corporation is a holding company with subsidiaries in
three business segments: Logistics, Life Sciences and
Manufacturing. Janel strives to create shareholder value primarily
through three strategic priorities: supporting its businesses’
efforts to make investments and to build long-term profits;
allocating its capital at high risk-adjusted rates of return; and
attracting and retaining exceptional talent. Our acquisition
strategy focuses on reasonably-priced companies with strong and
capable management teams, attractive existing business economics
and stable and predictable earnings power. More information is
available at Janel Corporation’s
website: www.janelcorp.com.
Important information about the tender
offer
This announcement and the description contained herein are for
informational purposes only and are not an offer to purchase or a
solicitation of an offer to sell securities of Rubicon Technology,
Inc. The tender offer described herein has not yet been commenced.
At the time the tender offer is commenced, Janel Corporation
intends to file a tender offer statement on a Schedule TO
containing an offer to purchase, a letter of transmittal and other
related documents with the Securities and Exchange Commission. At
the time the tender offer is commenced, Rubicon Technology, Inc.,
intends to file with the Securities and Exchange Commission a
solicitation/recommendation statement on Schedule 14D-9. Such
documents will be mailed to stockholders of record and will also be
made available for distribution to beneficial owners of common
stock of Rubicon Technology, Inc. The solicitation of offers to buy
common stock of Rubicon Technology, Inc. will only be made pursuant
to the offer to purchase, the letter of transmittal and related
documents. Stockholders are advised to read the offer to
purchase and the letter of transmittal, the
solicitation/recommendation statement, and all related documents,
if and when such documents are filed and become available, and as
they may be amended from time to time, as they will contain
important information about the tender offer and proposed
transaction. Stockholders can obtain these documents when
they are filed and become available free of charge from the
Securities and Exchange Commission's website at www.sec.gov,
or from the information agent Janel Corporation selects. In
addition, copies of the solicitation/recommendation statement and
other filings containing information about Rubicon Technology,
Inc., the tender offer and the transactions contemplated by the
Sale Agreement may be obtained, if and when available, without
charge, by directing a request to Rubicon Technology, Inc.
Attention: Chief Executive Officer, at 900 East Green Street,
Bensenville, IL 60106 or on Rubicon Technology, Inc.'s corporate
website at www.rubicontechnology.com, or by contacting Janel
Corporation, 80 Eighth Avenue, New York, New York 10011 or (212)
373-5895.
Forward-looking statements
Certain statements made in this press release are
"forward-looking statements" intended to qualify for the safe
harbors from liability established by the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements may
be identified by, among other things, the use of forward-looking
terminology such as "believes," "expects," "may," "should,"
"intend" or "anticipates" or the negative thereof or other
variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. Such forward-looking
statements include the ability of Rubicon Technology, Inc. and
Janel Corporation to complete the transactions contemplated by the
Sale Agreement, including the parties' ability to satisfy the
conditions set forth in the Sale Agreement and the possibility of
any termination of the Sale Agreement, and other statements
regarding the timing and the closing of the tender offer and
transactions contemplated by the Sale Agreement. These statements
are based on current expectations of future events. If underlying
assumptions prove inaccurate or unknown, or unknown risks or
uncertainties materialize, actual results could vary materially
from Rubicon Technology, Inc.’s or Janel Corporation's expectations
and projections. Risks and uncertainties include, among other
things, uncertainties as to the timing of the tender offer and the
transactions contemplated by the Sales Agreement; uncertainties as
to how many of Rubicon Technology, Inc.'s stockholders will tender
their stock in the tender offer; the possibility that various
closing conditions to the tender offer and the transactions
contemplated by the Sale Agreement may not be satisfied or waived,
including that there is a material adverse change to Rubicon
Technology; other business effects, including effects of industry,
economic or political conditions outside the company's control; as
well as other cautionary statements contained in Rubicon
Technology, Inc.'s periodic reports filed with the Securities and
Exchange Commission, including in its Annual Report on Form 10-K
for the year ended December 31, 2021, as well as in Janel
Corporation's periodic reports filed with the Securities and
Exchange Commission, including in its Annual Report on Form 10-K
for the year ended September 30, 2021. Neither Rubicon Technology,
Inc. nor Janel Corporation undertake to update the disclosures made
herein, and you are urged to read their respective filings with the
Securities and Exchange Commission.
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