San Diego, March 31, 2021 – Cubic Corporation (NYSE: CUB) (“Cubic” or the “Company”) today announced that it has accepted a proposal from Veritas Capital (“Veritas”) and Evergreen Coast Capital Corporation (“Evergreen”), an affiliate of Elliott Investment Management L.P. (“Elliott”), to increase the price per share of their pending acquisition of Cubic to $75.00 per share in cash. The Company has accepted this proposal and entered into an amendment (the “Amendment”) to its previously announced definitive merger agreement with affiliates of Veritas (the “Merger Agreement” and, as amended, the “Amended Agreement”) to acquire the Company.
Under the terms of the Amended Agreement, Cubic shareholders will receive $75.00 in cash for each share of Cubic’s common stock, representing a premium of approximately 69% to Cubic’s unaffected closing stock price on September 18, 2020, the last trading day before the Company’s disclosure of third-party interest in potentially acquiring Cubic. The all-cash transaction will be valued at approximately $3.0 billion, including the assumption of debt.
Cubic’s Board of Directors (the “Board”) gave due consideration to the revised proposal it received from Singapore Technologies Engineering Ltd (SGX: S63; Bloomberg-STE:SP) (“ST Engineering”) to acquire the Company for $78.00 per share (the “ST Engineering Proposal”). In making its decision, the Board carefully assessed the relative benefits and risks of the proposals from both Veritas and Evergreen and ST Engineering. The Board determined that, based on the superior certainty and anticipated timing of closing the existing transaction with Veritas and Evergreen, the revised proposal from Veritas and Evergreen was in the best interests of all Cubic’s shareholders.
In connection with this determination, the Board (i) approved and adopted the Amended Agreement, (ii) recommends that the Company’s shareholders adopt the Amended Agreement, (iii) recommends that the Company’s shareholders vote “FOR” each of the proposals described in the definitive proxy statement for the Special Meeting of Cubic’s shareholders filed with the United States Securities and Exchange Commission (“SEC”) and mailed to shareholders on or about March 26, 2021, and (iv) determined that the ST Engineering Proposal, after giving effect to all revisions made to such proposal by ST Engineering, is neither a “superior proposal” nor a proposal that would reasonably be expected to lead to a “superior proposal” as that term is defined in the existing Merger Agreement. As a result, Cubic has ceased engagement with ST Engineering in accordance with the terms of the Amended Agreement.
This summary of the Amendment is
incomplete, and Cubic encourages shareholders to read the full text of the
Amendment to be included with the Company’s current report on Form 8-K, which
will be filed with the SEC in due course. Further, the Company intends to
provide to its shareholders supplemental disclosure to the definitive proxy
statement mailed to the Company’s shareholders on or about March 26, 2021 and
will file relevant materials with the SEC. Shareholders are urged to read the
definitive proxy statement as supplemented and such other relevant materials
for more information, including with respect to the terms of the Amended
The Special Meeting of Cubic’s shareholders to adopt the Amended Agreement remains scheduled for April 27, 2021 at 1:00 p.m. Eastern time.
J.P. Morgan Securities LLC is acting as lead financial advisor to the Company and Sidley Austin LLP and Faegre Drinker Biddle & Reath LLP are acting as the Company’s legal counsel. Raymond James & Associates, Inc. provided the Board with an opinion regarding the fairness, from a financial point of view, of the consideration offered to Cubic shareholders.
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to Veritas.
Gibson, Dunn & Crutcher LLP is acting as legal counsel to Evergreen.