Rubicon Technology to acquire Janel Group in all-stock deal

BENSENVILLE, Ill. - Rubicon Technology, Inc. (OTCQB:RBCN) announced Wednesday it has entered into a definitive merger agreement to acquire Janel Group LLC, a logistics management services provider, from Janel Corporation (OTCQX:JANL). According to InvestingPro data, Janel Corporation has demonstrated strong financial health with an overall score of 2.88, rated as "GOOD" by the platform’s comprehensive analysis system.

Under the terms of the agreement, Rubicon will issue 7 million shares of its common stock valued at $4.75 per share to Janel Corp in exchange for Janel Group, which will become a wholly owned subsidiary of Rubicon. The transaction includes Rubicon’s assumption of approximately $23 million in Janel Group debt and working capital liabilities. InvestingPro subscribers can access additional insights about Janel’s valuation metrics and debt structure, including its current Altman Z-Score of 3.01, indicating financial stability.

Janel Group, founded in 1974 and based in Garden City, New York, reported revenues of approximately $181.3 million and operating income of about $8.7 million for the 12-month period ended June 30, 2025. The company provides cargo transportation logistics management services including freight forwarding, customs brokerage, and warehousing. InvestingPro analysis shows Janel’s impressive revenue growth of 19.36% in the last twelve months, with an EBITDA of $9.81 million and a healthy gross profit margin of 31.02%.

Following the transaction, Janel Corp’s ownership stake in Rubicon will increase from 46.6 percent to approximately 86.5 percent. The existing management team of Janel Group will remain in place after the acquisition.

The deal requires approval from a majority of Rubicon’s disinterested stockholders. If approved, Janel Corp plans to launch a tender offer for an additional 400,000 shares of Rubicon stock at $4.75 per share in cash, which would increase its ownership to approximately 90.7 percent.

Rubicon will gain access to $35 million in borrowing capacity through Janel Corp’s existing credit line. The companies will maintain their current governance agreement requiring Rubicon’s independent directors to review and approve related party transactions.

Rubicon, a provider of monocrystalline sapphire products for optical systems and specialty electronic devices, will continue trading on the OTC market after the transaction closes.

The announcement was made in a press release issued by both companies. For investors seeking deeper analysis of similar opportunities in the logistics sector, InvestingPro offers comprehensive financial metrics, valuation tools, and 11 additional exclusive ProTips for Janel Corporation.

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