BENSENVILLE, Sick. and NEW YORK, Oct. 14, 2025 /PRNewswire/ — Rubicon Generation, Inc. (OTCQB:RBCN) (“Rubicon”) and Janel Company (OTCQX:JANL) (“Janel Corp”) lately introduced that they have got finished the up to now introduced transaction, pursuant to which Rubicon has got Janel Crew LLC (“Janel Group”). Following the latter, Janel Crew has transform a completely owned subsidiary of Rubicon and Janel Corp has gained stocks of Rubicon usual conserve based on the phrases of the definitive merger promise entered into as of August 20, 2025.
Janel Crew, founded in Field Town, Unused York, and firstly based in 1974, was once a completely owned subsidiary of Janel Corp. Janel Crew had revenues of roughly $181.3 million and running source of revenue of roughly $8.7 million for the 12-month length ended June 30, 2025. The corporate is a non-asset founded, full-service supplier of shipment transportation logistics control services and products. Its control group will stay in playground as a part of Rubicon.
The transaction lets in Rubicon to procure a winning trade and higher get entry to to capital. Janel Corp shareholders will take pleasure in its possession of Rubicon.
The transaction, which was once authorized through the Rubicon board, together with its isolated administrators, was once authorized through a majority of Rubicon’s disinterested stockholders at Rubicon’s annual stockholder assembly on October 10, 2025.
Extra Transaction Main points
Pursuant to the transaction, Janel Corp has bought all the issued and remarkable fairness of Janel Crew to Rubicon in change for 7,000,000 stocks of Rubicon usual conserve, at a worth of $4.75 according to percentage. Rubicon will think roughly $23 million of Janel Crew indebtedness and internet running capital liabilities and acquire get entry to to a complete of $35 million in borrowing capability as a part of a revolving credit score facility underneath Janel Corp’s current credit score order.
Previous to this transaction, Janel Corp owned 1,108,000 stocks of Rubicon usual conserve, representing roughly 46.6 p.c of all remarkable Rubicon usual conserve. Following this transaction, Janel Corp owns roughly 86.5 p.c of Rubicon’s usual conserve. Janel Corp and Rubicon will guard the present governance, nomination and balloting promise requiring evaluation and esteem through Rubicon’s isolated administrators of alike birthday celebration transactions between Rubicon and Janel Corp, and any of its associates, till such week that Janel Corp and/or its associates achieve greater than 90 p.c of Rubicon’s remarkable conserve.
To bring to offer protection to Rubicon’s skill to make use of its internet running loss carryforwards, Rubicon had up to now followed a stockholder rights plan to restrict the power of any workforce or particular person to procure 5% or extra of Rubicon’s usual conserve (topic to sure exceptions, together with acquisitions authorized through its board) through any workforce or particular person. The board of Rubicon has progressive that the transaction won’t impair the Rubicon’s internet loss carryforwards.
Rubicon stocks will proceed to be traded at the OTC marketplace.
Janel Corp Affectionate Do business in of Rubicon Habitual Store
Following the latter, Janel Corp expects to produce a affectionate trade in for an supplementary 426,000 stocks of Rubicon conserve at $4.75 according to percentage in money upon which Janel Corp would personal roughly 91.0% of Rubicon’s usual conserve remarkable.
The affectionate trade in described on this announcement has no longer but commenced. This announcement is for informational functions most effective and does no longer represent an trade in to buy or a solicitation of an trade in to promote Rubicon’s usual conserve. Janel intends to distribute an Do business in to Acquire in relation to the affectionate trade in within the coming days, and any Rubicon stockholder who wish to take part within the affectionate trade in must evaluation the phrases of the affectionate trade in prepared forth in such Do business in to Acquire when it turns into to be had.
About Rubicon Generation, Inc.
Rubicon Generation, Inc., thru its totally owned subsidiary Rubicon Generation International LLC, is a complicated fabrics supplier that specialize in monocrystalline sapphire merchandise for visual programs and area of expertise digital gadgets. Rubicon has experience in sapphire merchandise with admirable property and precision.
About Janel Crew LLC
Janel Crew LLC is a non-asset founded, full-service supplier of shipment transportation logistics control services and products, together with freight forwarding by means of breeze, ocean and land-based carriers; customs brokerage services and products; warehousing and distribution services and products; trucking and alternative value-added logistics services and products. The corporate operates in the USA with over 25 places and serves consumers globally thru its networks of global companions.
Ahead-looking Statements
This press leave accommodates sure statements which might be, or might deemed to be, “forward-looking statements” inside the that means of Division 27A of the Securities Employment of 1933 and Division 21E of the Securities Alternate Employment of 1934 and that mirror control’s wave expectancies with admire to the latter of Rubicon’s acquisition of Janel Crew, the advantages of the transaction for Rubicon, the continuation of promises between Rubicon and Janel Corp following the latter of the purchase, the tax affect of the transaction and Janel Corp’s plans to start a affectionate trade in following esteem of the transaction through Rubicon stockholders. Those ahead – browsing statements might normally be known the usage of the phrases “may,” “will,” “intends,” “plans,” “projects,” “believes,” “should,” “expects,” “predicts,” “anticipates,” “estimates,” and related expressions or the unfavorable of those phrases or alternative similar terminology. Those statements are essentially estimates reflecting control’s absolute best judgment founded upon wave data and contain a number of dangers, uncertainties and guesses. We warning readers to not playground undue reliance on this sort of forward-looking statements, which discuss most effective as of the moment made, and readers are prompt that diverse components may impact our monetary efficiency, together with, however no longer restricted to, the ones prepared forth in Janel Corp’s Securities and Alternate Fee (“SEC”) filings, which might motive Janel Corp’s unedited effects for era sessions to fluctuate materially from the ones expected or projected in its SEC filings. Future it’s not possible to spot all such components, such components come with, however aren’t restricted to, we might fail to understand the predicted advantages or strategic targets of this transaction, or that we spend assets exploring acquisitions that aren’t consummated; dangers related to litigation and indemnification claims and alternative unexpected claims and liabilities that can get up from an acquisition; adjustments in tax charges, rules or rules and our got corporations and subsidiaries’ skill to make use of expected tax advantages; the affect of emerging rates of interest on our investments, trade and operations; conflicts of pastime with the minority shareholders of our trade; we would possibly not have adequate running capital to proceed operations; we might lose consumers who aren’t obligated to long-term commitments to transact with us; instability within the monetary markets; adjustments or tendencies in U.S. rules or insurance policies (together with the imposition of price lists and any ensuing counter-tariffs in addition to discounts in federal govt investment); festival from corporations with better monetary assets and from corporations that function in gardens by which we plan to increase; affects from situation alternate, together with the greater center of attention through third-parties on sustainability problems and our skill to conform therewith; festival from events who promote their companies to us and from pros who stop running for us; the extent of our insurance plans, together with alike to product and alternative legal responsibility dangers; each and every of our compliance with appropriate privateness, safety and knowledge rules; dangers alike to the various platforms and geographies which host each and every of our control data and fiscal reporting programs; the Logistic trade’ dependence at the availability of shipment field from 0.33 events; the affect of claims bobbing up from transportation of freight through the carriers with which the Logistic trade commitments, together with an build up in top class prices; upper provider costs might lead to reduced adjusted improper benefit; dangers alike to the classification of owner-operators within the transportation trade; recessions and alternative financial tendencies that leave freight volumes; alternative occasions affecting the quantity of global industry and global operations; dangers bobbing up from each and every of our skill to conform to governmental allow and licensing necessities or statutory and regulatory necessities; the affect of seasonal developments and alternative components past our regulate at the Logistics trade; and dangers alike to possession of each and every of our usual conserve, together with percentage value volatility, the inadequency of a assured endured folk buying and selling marketplace for each and every of our usual conserve, and prices alike to keeping up Janel Corp’s situation as a folk corporate; terrorist assaults and alternative acts of violence or warfare and, with regards to Janel Corp, such alternative components that can be known from week to week in its SEC filings. Must a number of of those dangers or uncertainties materialize, or must underlying guesses turn out unsuitable, unedited results might range materially from the ones projected. You must no longer playground undue reliance on any of our forward-looking statements which discuss most effective as of the moment they’re made. We adopt negative legal responsibility to publicly replace or revise any forward-looking statements, whether or not because of unused data, era occasions or in a different way.
For more info touch:
Rubicon Generation, Inc.
Phone: (847) 295-7000
E-mail: [email protected]
SOURCE Rubicon Generation, Inc.
