Cubic announces receipt of unsolicited acquisition proposal from ST Engineering

Cubic Corporation has received an unsolicited proposal from Singapore Technologies Engineering (ST Engineering) to acquire all of Cubic’s outstanding stock for $76 per share in cash (the STE Proposal). The STE Proposal contemplates that, immediately following the acquisition of all of Cubic’s outstanding stock, STE would sell Cubic’s CMPS business to an affiliate of Blackstone Tactical Opportunities.

On Feb. 7, 2021, Cubic’s Board of Directors unanimously approved entering into a definitive merger agreement (the Veritas Merger Agreement) with an affiliate of Veritas Capital (Veritas), under which Veritas and Evergreen Coast Capital Corporation (Evergreen), an affiliate of Elliott Investment Management L.P. (Elliott), will acquire Cubic for $70 per share in cash. The Veritas Merger Agreement remains in full force and effect, and Cubic's Board of Directors has not withdrawn or modified its recommendation that the stockholders of Cubic vote in favor of the approval of the merger, the Veritas Merger Agreement and the transactions contemplated thereby.

However, Cubic’s Board of Directors has determined that the STE Proposal is or would reasonably be expected to lead to a superior proposal, as that term is defined under the Veritas Merger Agreement. Accordingly, the board has determined to engage in discussions with ST Engineering to further evaluate the merits and risks of the proposed transaction relative to the pending transaction with Veritas and Evergreen, including the value offered to shareholders, the expected completion timing of each transaction and the regulatory and closing risks associated with each transaction. Notwithstanding the board’s decision to engage with ST Engineering and further evaluate the STE Proposal, at this time the Board (i) continues to recommend that the shareholders vote in favor of adopting the Veritas Merger Agreement at the special meeting relating to the proposed transaction, (ii) is not modifying, altering or withdrawing its recommendation to shareholders, or agreeing or announcing an intention to do so, and (iii) is not making any recommendation with respect to the STE Proposal.

Cubic shareholders do not need to take any action at this 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.