Enterprising Investor
2 years ago
Rubicon Technology Announces Voluntary Delisting from Nasdaq (12/13/22)
Rubicon Technology, Inc. (NASDAQ: RBCN) announced that it has notified The Nasdaq Stock Market LLC (“Nasdaq”) of the Company’s decision to voluntarily delist its common stock from the Nasdaq Capital Market and its intent to file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on or about December 23, 2022. As a result, the Company expects the delisting of its common stock to become effective on December 30, 2022.
The Company anticipates that its common stock will be quoted on the Pink Sheets platform, which is operated by OTC Markets Group Inc. (the "Pink Sheets"), and it currently intends to continue to provide information to its stockholders and to take such actions within its control to enable its common stock to be quoted in the Pink Sheets so that a trading market may continue to exist for its common stock. There is no guarantee, however, that a broker will continue to make a market in the common stock and that trading of the common stock will continue on the Pink Sheets or otherwise.
On October 14, 2022, the Company received notifications from Nasdaq that it was no longer in compliance with various Nasdaq independent director requirements set forth in Listing Rule 5605. This rule requires, among other things, that the Company’s (i) Board of Directors be composed of a majority of independent directors, (ii) Audit Committee be composed of three independent directors, and (iii) Compensation Committee be composed of two independent directors. The Company’s Board of Directors is composed of four directors, one of which is an employee of the Company and therefore is not independent. The Board has not yet determined whether the two newly appointed directors will be deemed to be independent under the NASDAQ Listing Rules.
The Company’s Board of Directors has determined that the voluntary delisting of the Company’s common stock will be in the best interests of the Company and its stockholders. The Board’s decision was based on careful review of several factors, including the benefits to the Company of eliminating the expenses of being listed on NASDAQ and the costs associated with it, as well as eliminating the demands on management’s time of complying with the Nasdaq listing standards.
About Rubicon Technology, Inc.
Rubicon Technology Worldwide LLC, a wholly owned subsidiary of RTI, is an advanced materials provider specializing in monocrystalline sapphire products for optical systems and specialty electronic devices. Rubicon has expertise manufacturing sapphire products with superior quality and precision. Rubicon is ISO 9001 certified and ITAR registered.
https://www.globenewswire.com/news-release/2022/12/13/2573235/0/en/Rubicon-Technology-Announces-Voluntary-Delisting-from-Nasdaq.html
Enterprising Investor
2 years ago
Offer to Purchase - Amendment (8/18/22)
The Offer expired as scheduled at 12:00 Midnight (New York City time), on Friday, August 12, 2022. The Depositary has advised the Purchaser that, as of the expiration of the guaranteed delivery period associated with the Offer, a total of 2,202,283 Shares were validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 90.0% of the issued and outstanding Shares as of June 30, 2022.
The final proration factor, as reported by the Depositary was 50.311427% of the tendered Shares. On August 15, 2022, Purchaser accepted for payment 1,108,000 Shares that were validly tendered and not properly withdrawn pursuant to the Offer, and payment for such Shares, based on the proration factor and any adjustments to avoid purchases of fractional Shares, will be made promptly in accordance with the terms of the Offer. All Shares tendered but not accepted for payment in the Offer will be returned to the tendering stockholders.
[Proration factor increased slightly]
Enterprising Investor
2 years ago
Tender Offer Oversubscribed (8/15/22)
The Offer expired at 12:00 Midnight on Friday, August 12, 2022. The Depositary has advised that, as of the Expiration Time, 2,206,889 Shares (including 100,966 Shares subject to notices of guaranteed delivery) were validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 90.2% of the issued and outstanding Shares as of June 30, 2022.
The aggregate number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfies the Minimum Condition that at least 856,329 Shares be validly tendered and not properly withdrawn prior to the expiration of the Offer. Accordingly, Purchaser has accepted for payment in accordance with the terms of the Offer 1,108,000 Shares that were validly tendered and not properly withdrawn pursuant to the Offer, and payment for such Shares will be made promptly in accordance with the terms of the Offer.
The number of Shares validly tendered and not properly withdrawn pursuant to the Offer exceeded the maximum tender amount of 1,108,000 Shares. Since the Offer was oversubscribed, the number of Shares purchased from each of the tendering stockholders will be prorated to limit Purchaser’s purchase to 1,108,000 Shares, representing approximately 45.0% of the Shares issued and outstanding as of June 30, 2022. The estimated proration factor, based on information reported by the Depositary, is approximately 50.2% of the tendered Shares (including Shares tendered in accordance with the guaranteed delivery procedures.
https://www.sec.gov/Archives/edgar/data/1133062/000114036122029642/ny20005045x1_sctota.htm
Enterprising Investor
2 years ago
Rubicon Technology, Inc. Sets Record Date for its $11.00 per share Cash Distribution (8/12/22)
BENSENVILLE, IL., Aug. 12, 2022 (GLOBE NEWSWIRE) -- Rubicon Technology, Inc. (Nasdaq: RBCN) (“Rubicon” or the “Company”) announced today that, in connection with the cash tender offer (the “Offer”) by Janel Corporation (“Janel”) for up to 45% of Rubicon’s issued and outstanding common stock, par value $.001 per share (“Common Stock”), the Company’s Board of Directors has set August 23, 2022 (the “Record Date”) as the record date for its cash distribution of $11.00 per share of Common Stock (the “Distribution”). The Distribution and the Record Date are conditioned upon the consummation of the Offer by August 19, 2022. If such condition has occurred it is anticipated that the Distribution will be paid on or about August 29, 2022 (the “Payment Date”).
The payment of the Distribution represents more than 25% of the price per share of Common Stock and therefore NASDAQ has determined that the Common Stock will trade with “due bills,” representing an assignment of the right to receive the Distribution during the period from the Record Date to the ex-dividend date (the “Due Bill Period”). The Common Stock will not trade ex-dividend until August 30, 2022, the first business day after the Payment Date. Stockholders who sell the Common Stock during the Due Bill Period will not be entitled to receive the Distribution. Due bills obligate a seller of Common Stock to deliver the Distribution payable on such Common Stock to the buyer. The due bill obligations are settled customarily between the brokers representing the buyers and sellers of the shares. The Company has no obligation for either the amount of the due bill or the processing of the due bill. Buyers and sellers of the Common Stock should consult their broker before trading to be sure they understand the effect of NASDAQ’s due bill procedures.
About Rubicon Technology, Inc.
Rubicon Technology Worldwide LLC, a wholly owned subsidiary of Rubicon Technology, Inc., is an advance materials provider specializing in monocrystalline sapphire products for optical systems and expertise extending from the preparation of raw aluminum oxide through sapphire crystal growth and fabrication, enabling the Company to supply custom sapphire products with superior quality and precision. The Company is ISO 9001 certified and ITAR registered. More information is available at Rubicon Technology, Inc.’s website: www.rubicontechnology.com.
https://www.globenewswire.com/news-release/2022/08/12/2497556/0/en/Rubicon-Technology-Inc-Sets-Record-Date-for-its-11-00-per-share-Cash-Distribution.html
dbbogey87
10 years ago
Sapphire screens from Taiwan all over CES from reports, and LED lighting increasing big time in 2015.
If you look at the last 4Q reports, RBCN has beat estimates 3 out of the last 4 quarters.
More importantly, after that brutal Q1 2014 RBCN looks to be trending up and up on the EPS since then, in Q2 and Q3 FY 2014.
How quick people forget, GTAT flooded the market with their garbage product and I believe most of it was useless. That should be all clear by now, I expect the trend to continue and for them to post a $-.33 EPS against a $-.40 forecast for the WIN.
Sapphire glass will definitely have it's day, long RBCN.