Rubicon Technologies, LLC (“Rubicon” or the “Company”), a
leading digital marketplace for waste and recycling and provider of
innovative software-based solutions for businesses and governments
worldwide, today announced the nomination of Barry H. Caldwell,
former Waste Management (NYSE: WM) Chief People Officer, for
election to its Board of Directors (the “Board”) upon the closing
of the Company’s previously announced business combination with
Founder SPAC (NASDAQ: FOUN).
“We are thrilled to announce that Barry Caldwell
is nominated for election to the post-combination Rubicon Board,”
said Nate Morris, Chairman and CEO of Rubicon. “Barry brings with
him a wealth of top tier management experience from within the
waste and recycling sector. As the Rubicon team builds on our track
record of growth, and our company takes the next step towards the
public markets, Barry will provide invaluable guidance around
corporate governance, human resources, talent strategy, and
reputation management, as well as significant knowledge of the
category and of the technology and sustainability imperatives that
drive so much of our business today.”
Mr. Caldwell currently serves as a principal at
Wroxton Civic Ventures, a Washington, D.C.-based
advisory services concern. Prior to this, Mr. Caldwell enjoyed
a 16-year career at Waste Management as a member of the company’s
senior executive team, holding leadership roles including Senior
Vice President of Public Affairs and Communications and Senior Vice
President of Corporate Affairs and Chief Legal Officer. Mr.
Caldwell capped his time at Waste Management as Senior Vice
President of Corporate Affairs and Chief People Officer, with his
principal responsibilities including human resources, state and
federal policy, corporate communications, and community
relations.
“I am delighted to be nominated to join the
Rubicon Board at this exciting time in the Company’s history,” said
Mr. Caldwell. “Rubicon is a leading environmental innovator,
harnessing the power of its cloud-based software products to drive
transformation in the waste and recycling category. As a member of
the Board, I look forward to bringing my experience to bear in
supporting the entire Rubicon team in this next phase of the
Company’s life.”
Mr. Caldwell is a graduate of Dartmouth College,
where he studied History, and he earned his J.D. from Georgetown
University.
About Rubicon
Rubicon is a digital marketplace for waste and
recycling, and provider of innovative software-based solutions for
businesses and governments worldwide. Creating a new industry
standard by using technology to drive environmental innovation, the
Company helps turn businesses into more sustainable enterprises,
and neighborhoods into greener and smarter places to live and work.
Rubicon’s mission is to end waste. It helps its partners find
economic value in their waste streams and confidently execute on
their sustainability goals. Learn more at Rubicon.com.
Rubicon previously announced an agreement for a
business combination with Founder SPAC (Nasdaq: FOUN), which is
expected to result in Rubicon becoming a public company listed on
the New York Stock Exchange (“NYSE”) under the new ticker
symbol “RBT” early in the third quarter of 2022, subject to
customary closing conditions.
About Founder SPAC
Founder is a blank check company whose business
purpose is to effect a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization, or similar business
combination with one or more businesses. While Founder is not
limited to a particular industry or geographic region, the company
focuses on businesses within the technology sector, with a specific
focus on the theme of Digital Transformation. Founder is led by CEO
Osman Ahmed, CFO Manpreet Singh, and Executive Chairman Hassan
Ahmed. The company’s independent directors include Jack Selby,
Steve Papa, Allen Salmasi, and Rob Theis. Sponsor and advisor,
Nikhil Kalghatgi, leads the company’s advisory board.
Important Information About the Business
Combination and Where to Find It
Founder’s shareholders and other interested
persons are advised to read, carefully and in their entirety, the
preliminary proxy statement/consent solicitation
statement/prospectus included in the registration statement on Form
S-4 (the “Registration Statement”) filed with the U.S. Securities
and Exchange Commission (the “SEC”) on February 1, 2022 (including
any amendments or supplements thereto) and, when available, the
definitive proxy statement/consent solicitation
statement/prospectus, as well as other documents filed with the
SEC, as these materials will contain important information about
Founder, Rubicon and the other parties to the Merger Agreement (as
defined in the Registration Statement), and the Business
Combination (as defined in the Registration Statement). After the
Registration Statement is declared effective, the definitive proxy
statement/consent solicitation statement/prospectus will be mailed
to shareholders of Founder as of a record date to be established
for voting on the Business Combination and other matters described
in the Registration Statement. Founder shareholders will also be
able to obtain copies of the proxy statement/consent solicitation
statement/prospectus and other documents filed with the SEC that
will be incorporated by reference in the proxy statement/consent
solicitation statement/prospectus, without charge, once available,
at the SEC’s web site at sec.gov, or by directing a request to:
Founder SPAC, 11752 Lake Potomac Drive, Potomac, MD, 20854,
Attention: Chief Financial Officer, (240) 418-2649.
Participants in the
Solicitation
Founder and its directors and executive officers
may be deemed participants in the solicitation of proxies from
Founder’s shareholders with respect to the Business Combination. A
list of the names of those directors and executive officers and a
description of their interests in the Business Combination is
contained in the Registration Statement.
Rubicon and its directors and executive officers
may also be deemed participants in the solicitation of proxies from
the shareholders of Founder in connection with the Business
Combination. A list of the names of such directors and executive
officers and information regarding their interests in the Business
Combination is contained in the Registration Statement.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. Founder’s and
Rubicon’s actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on
these forward-looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believe,” “predict,” “potential,” “continue,” and
similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Founder’s and Rubicon’s expectations with respect to
future performance and anticipated financial impacts of the
Business Combination, the satisfaction of the closing conditions to
the Business Combination and the timing of the completion of the
Business Combination. These forward-looking statements involve
significant risks and uncertainties that could cause actual results
to differ materially from expected results, including factors that
are outside of Founder’s and Rubicon’s control and that are
difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the outcome of any legal
proceedings that may be instituted against Founder and Rubicon
following the announcement of the Merger Agreement and the
transactions contemplated therein; (2) the inability to complete
the Business Combination, including due to failure to obtain the
approval of the shareholders of Founder, approvals or other
determinations from certain regulatory authorities, or other
conditions to closing in the Merger Agreement; (3) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement or that could otherwise
cause the transactions contemplated therein to fail to close; (4)
the inability to obtain or maintain the listing of the combined
company’s shares on the New York Stock Exchange following the
Business Combination; (5) the risk that the Business Combination
disrupts current plans and operations as a result of the
announcement and consummation of the Business Combination; (6) the
ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things,
competition and the ability of the combined company to grow and
manage growth profitably and to retain its key employees; (7) costs
related to the Business Combination; (8) changes in applicable laws
or regulations; (9) the possibility that Rubicon or the combined
company may be adversely affected by other economic, business,
and/or competitive factors; (10) the combined company’s ability to
raise financing in the future and to comply with restrictive
covenants related to long-term indebtedness; (11) the impact of
COVID-19 on Rubicon’s business and/or the ability of the parties to
complete the Business Combination; and (12) other risks and
uncertainties indicated from time to time in the Registration
Statement and other documents filed, or to be filed, by Founder
with the SEC.
Founder cautions that the foregoing list of
factors is not exclusive. Although Founder believes the
expectations reflected in these forward-looking statements are
reasonable, nothing in this press release should be regarded as a
representation by any person that the forward-looking statements or
projections set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements or
projections will be achieved. There may be additional risks that
Founder and Rubicon presently do not know of or that they currently
believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements.
Founder cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Neither Founder nor Rubicon undertakes any duty to update these
forward-looking statements, except as otherwise required by
law.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the Business Combination. This press release shall
also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act.
Media Contact – Rubicon
Dan Sampson
Chief Marketing & Corporate Communications Officer
dan.sampson@rubicon.com
rubiconPR@icrinc.com
Investor Relations Contact – Rubicon
Sioban Hickie,
ICR, Inc.
rubiconIR@icrinc.com
Founder SPAC Contact
Cody Slach
Gateway Group
(949) 574-3860
FOUN@gatewayir.com
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