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.
RBCN closed at $14.60 on 8/29/22.
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]
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.
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.
Oh, did I forget to mention what is likely to happen when Apple comes out with their big announcement (was the 24th but think it has been pushed back to the 28th)? If I look into my crystal ball I see the pps of RBCN hitting a minimum of $4.50. Better buy now while it's cheap! so the crystal ball says anyway. IMO
This msg board certainly doesn't see much action and I'm curious why. A S/H of this stock stands to win big in two ways:
- RBCN wins a nice contract from Apple
- Apple needs a good supplier for it's saffire glass. Given the mess with gtat, Apple may just decide to BUY RBCN since this is the best supplier of sapphire on the market.
Wake up folks, let's get some chatter going here!
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.
Silence is golden at this point. If and when Apple does have discussions with Rubicon they will demand complete confidentiality about the process because of all that has happened with GTAT. No news is good news at this point. The fact is millions of Apple products are being produced everyday and the sapphire surplus will dwindle quickly. Who is in the best position to resupply. Rubicon.
Sounds reasonable; alikely or at least a very possible decision by the courts....It will be interesting to see if Rubicon does in fact pick up some of Apple's sapphire business. I agree, AAPL will very probably be looking for some good quality sapphire suppliers - at least for the short term...
Then gtat management made two major and fatal mistakes...(1) Not proving their process and sapphire quality to their own and Apple management's satisfaction and (2) Signing such a ONE SIDED agreement fraught with potentially deadly risks....
Most likely this is what will happen. Apple will seize control of GTAT's Arizona manufacturing facility because well they paid for the entire operation and now GTAT wants to file bankruptcy and keep the proceeds. Even a moderate judge will not let that happen. Apple will be so sore from the GTAT experience they will probably start producing their own sapphire using their Arizona manufacturing facility. This will take months if not over a year to get up to speed. In the meantime, their are alot of Iphones to make in the near term with no sapphire maker to provide the glass. This is where Rubicon's opportunity lies. Apple will need a sapphire supplier until they can make their own and Rubicon is perfectly positioned for that near term supply. All just my opinion but keep an eye on it.
THE PROBLEM OF GTAT IS THAT THEY DID NOT CONFIRM THEIR OWN TECHNOLOGY BEFORE SIGNING THE DEADLY CONTRACT.
HOW ABOUT RUBICON?
If this rumor proves true and Rubicon wins Apple's sapphire business - or a good part of it - such a win would have to be a major boost to a microcap company like Rubicon...
RBCN Spokesperson did not deny any discussions with AAPL either.
$RBCN -RUBICON TECHNOLOGY WORKER
WILL DO UPTADES WITH PHOTOS OR ANY NEWS FROM INSIDE!!!
find me in TWT. @Chistocks
Rubicon Technology to Showcase Large-Diameter Patterned Sapphire Substrates (PSS) for the LED Market at LED Korea 2014
probably true. I am not sure enough to set it and forget it and the chart pattern I intended to play broke down... will watch for an entry and an exit. can't be having one without the other!
Not withstanding things, despite market being sharply lower last few days, this stock keeps going up!
I think not going to see 6.xx for the time being, i think it gets to 8-9 before dropping (im thinking this is more solid than Tesla!)
LED lighting, generally, is in play.
Rubicon is the most advanced wafer supplier, BUT they have a ton of competition from the far east.
Real problems vs. solid company have it goings sideways then up as opposed to up and down.
I am waiting for it to come down to 6.60 or the trend support on the hourly to come up to it. Maybe late next week.
Ok, whats happening with this stock.
Has gone up recent months, and despite general stock market downturn just now, it is holding up very well, for a small stock.
Is there something brewing c/o positive news expected.
do you really think they can stave off all the Korean and Chinese competitors? The linked report is old but it's a who's who of competitors in the table of contents.
6.66 was my first entry .. caught knives building this one as low as 4.75 post mkt after eanringzzz a few weeks back..
always dem quiet ones ,,,