Janel to transfer Janel Group LLC to Rubicon for 7M shares (86.5% stake) and $23M debt assumption

JANEL CORP

7,000,000 newly issued Rubicon shares transferred to Janel, giving Janel ~86.5% voting power.
Rubicon assumes ~$23M of Janel Group's indebtedness and net working capital liabilities.
Closing condition requires majority approval of disinterested Rubicon stockholders.
Termination fees: up to $3M payable by Rubicon to Janel, or $1.5M by Janel to Rubicon.
Shareholders approved charter amendment to restrict stock transfers to preserve tax benefits (74.27% shares voted in favor).

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