Cubic to be acquired by Veritas and Evergreen Coast Capital Corporation
Cubic Corporation has entered into a definitive agreement to be acquired by an affiliate of Veritas Capital and Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management L.P.
Under the terms of the agreement, Cubic shareholders will receive $70.00 in cash for each share of Cubic’s common stock they currently hold, representing a premium of approximately 58 percent to Cubic’s unaffected closing stock price on Sept. 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 $2.8 billion, including the assumption of debt.
Following the closing of the transaction, the company will remain based in San Diego, Calif. The transaction is expected to be seamless for customers and employees across Cubic’s businesses.
Chairman, President and Chief Executive Officer of Cubic Corporation Bradley H. Feldmann said, “This transaction is in the best interests of our shareholders and provides them with a significant premium and liquidity – while accelerating future growth to the benefit of our employees and customers. Our success in attracting a premier, deeply experienced partner and securing a transaction at this premium reflects the positive momentum of our business. Although last fiscal year brought unprecedented challenges, Cubic was able to build on our strengths, protect our people, serve our customers and deliver a value-maximizing deal for our shareholders. We look forward to partnering with Veritas and remain grateful to our customers for their trust and to our fellow CUBES for their unwavering commitment to delivering innovative, mission-critical solutions.”
Ramzi Musallam, CEO and managing partner of Veritas, said, “Cubic has an unparalleled history of delivering innovative technology-based solutions to address the mission-critical needs of the global transportation and defense markets. We look forward to leveraging our expertise in the government technology market – a key focus of Veritas since our inception – in partnership with the team at Cubic to accelerate product development and drive growth as Cubic continues to improve the quality of global transportation systems and to deliver innovative defense solutions.”
On behalf of Elliott, Jesse Cohn said, “Elliott believes this outstanding transaction maximizes value for Cubic’s shareholders, and we are pleased to have engaged constructively with the company’s board and management to reach this outcome. We look forward to partnering with Veritas and the Cubic team as we work through Cubic’s next phase of growth as a private company.”
Elliott has entered into an agreement to vote its shares in support of the transaction.
Transaction details
The transaction will be financed through a combination of equity and debt financing. The Board of Directors of Cubic has unanimously approved the agreement and recommends that Cubic shareholders vote in favor of the transaction.
This summary of the agreement is incomplete, and Cubic encourages shareholders to read the full agreement included with the company’s current report on Form 8-K, which will be filed with the United States Securities and Exchange Commission in due course.
The transaction is expected to close during the second calendar quarter of 2021, subject to customary closing conditions, including the receipt of shareholder and regulatory approvals.
