Subsequent Events

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

11. SUBSEQUENT EVENTS

On July 5, 2022 the Company announced that it had entered into a definitive Stock Purchase and Sale Agreement (“Sale Agreement”) with Janel Corporation ("Janel"), pursuant to which 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 $20.00 per share. The Sale Agreement and the transactions contemplated thereby have been unanimously approved by the board of directors of both companies. Janel's obligation to complete the tender offer, among other things, is subject to the receipt of at least 35% of the outstanding shares of Rubicon's common stock on a fully-diluted basis.

Upon completion of the tender offer, Rubicon will distribute cash in the amount of $11.00 per share to the Company’s 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 tender offer is expected to close in August of 2022.