Janel Corp sells logistics subsidiary to Rubicon for stock; to own 86.5% of Rubicon

JANEL CORP

Rubicon acquires Janel Group for 7M shares at $4.75/share plus assumption of ~$23M debt and $35M credit facility access.
Janel Corp currently owns 46.6% of Rubicon; post-close will own ~86.5%.
Janel Group had revenues ~$181.3M and operating income ~$8.7M for 12 months ended June 30, 2025.
Contingent on vote, Janel Corp will tender offer for 400K more shares at $4.75 cash, targeting ~90.7% ownership.
Transaction approved by Rubicon board; subject to approval by disinterested Rubicon stockholders.

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