Janel Corp contributes Janel Group to Rubicon for 86.5% stake; launches tender offer for 91% ownership

This filing

as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon

Comparable filing

Québec and a wholly owned indirect subsidiary of the Company (the “ Purchaser ”), acquired all of the issued and outstanding shares of Eddyfi from the vendors for cash equal to $1.45 billion, subject to customary purchase price adjustments set forth in the Purchase Agreement relating to cash, indebtedness, transaction expenses, and net working capital of Eddyfi, its

This filing

as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon

Comparable filing

On May 26, 2026, Ashford BC LP and Ashford TRS BC LLC (together “Seller”), indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Seller and Apres Owner, LLC, as purchaser, for $176 million in cash, subject to customary pro-rations and adjustments.

This filing

as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon

Comparable filing

to mutations in the RPGR gene (the “RPGR Product”), and other related assets as described in the Asset Purchase Agreement. Buyer agreed to pay an upfront cash purchase price of $25,000,000 to Seller. Additionally, pursuant to and subject to the terms and conditions set forth in the Asset Purchase Agreement, Buyer agreed to pay Seller a one-time, future contingent

This filing

as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon

Comparable filing

adjustment with respect to certain of the estimated items included in the Estimated Closing Merger Consideration. In general, the Estimated Closing Merger Consideration is US$47,040,000 in base consideration (the “Base Consideration”), adjusted for certain items as described in the definition of Estimated Closing Merger Consideration in the Merger Agreement,

This filing

as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon

Comparable filing

pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the "Transaction") in exchange for GBP £337.5 million (approximately $452 million)

This filing

as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

This filing

as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon

Comparable filing

KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described

This filing

as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon’s common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon

Comparable filing

The purchase price received by Array at the Closing was $1.0 billio n, paid in cash. --- EX-99.1 (EX-99.1) --- Array completes sale of select spectrum assets to Verizon for $1.0 billion Board declares special dividend of $11.00 per share CHICAGO (June 1, 2026) – Array Digital Infrastructure, Inc. (NYSE: AD) (Array SM ) today announced the successful closing of