Janel Corporation (OTCPK:JANL) agreed to acquire a 45.3% stake in Rubicon Technology, Inc. (NasdaqCM:RBCN) from Bandera Master Fund L.P, a fund managed by Bandera Partners LLC, Sententia Capital Management, LLC, Poplar Point Capital Management LLC, Aldebaran Capital, LLC and others on June 27, 2022. Janel Corporation entered into a definitive stock purchase and sale agreement to acquire 45% stake in Rubicon Technology, Inc. from Bandera Master Fund L.P, a fund managed by Bandera Partners LLC, Sententia Capital Management, LLC, Poplar Point Capital Management LLC, Aldebaran Capital, LLC and others for $22.2 million on July 1, 2022. Pursuant to agreement, Janel will commence a cash tender offer to purchase up to 45% of the outstanding shares of Rubicon's common stock on a fully-diluted basis at a price of $20 per share. Upon completion of the tender offer, Rubicon will distribute cash in the amount of $11 per share (the “Distribution”) to the Rubicon's stockholders. Board of Directors has set August 23, 2022, as the record date for its cash distribution of $11 per share. Janel intends to pay for the shares in the Offer, and for other fees and expenses required to be paid in connection with the Offer, from cash on hand and borrowings. This consideration was funded by the Company's cash on hand ($3,179,000), the proceeds of the Bridge Loan ($12,000,000), funds available under the Santander Credit Facility ($3,500,000) and funds available under the First Merchants Facility ($3,481,000). Bandera Partners LLC, Sententia Capital Management LLC, Poplar Point Capital Management LLC and Aldebaran Capital, LLC, the Company's four largest stockholders, have entered into agreements with Janel respectively committing to tender all of their Rubicon common stock on the same terms as all of Rubicon's other stockholders. Upon closing of the tender offer, two of Rubicon's current directors will resign and Janel will have the right to select two individuals to fill the vacancies created by the resignations. The transaction is subject to the receipt of at least 35% of the outstanding shares of Rubicon's common stock on a fully-diluted basis, minimum cash and cash equivalents, Director resignations, Director appointments, employment agreement amendment, all conditions to payment of the Capital Return shall have been met and other customary conditions. The tender offer is not subject to a financing contingency. The transactions have been unanimously approved by the board of directors of both companies. On June 27, 2022, the board of directors of Rubicon unanimously approved the Offer. Offer will expire on August 12, 2022. The offer expired on August 12, 2022. On August 15, 2022, Purchaser accepted for payment 1,108,000 Shares that were validly tendered. As of August 12, 2022, consummation of the offer will occur by August 19, 2022.

Jeffrey Rothschild of McGuireWoods LLP acted as legal advisor to Janel Corporation. Eric M. Kogan of Robinson & Cole LLP acted as legal advisor to Rubicon Technology, Inc. Rubicon retained Alliance Advisors, LLC, to act as the Information Agent and American Stock Transfer & Trust Company, LLC, to act as the Depositary in connection with the Offer.