As previously announced,
on February 7, 2021, Cubic Corporation (the “Company”) entered into an Agreement and Plan of Merger (the
“Merger Agreement”) with Atlas CC Acquisition Corp., a Delaware corporation (“Parent”),
and Atlas Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), providing
for, among other things, the merger of Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of
Parent (the “Merger”). The consummation of the Merger is conditioned upon, among other things, the expiration
or termination of any applicable waiting period (or extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the “HSR Act”), and clearance of the Merger having been granted by the German Federal
Cartel Office (Bundeskartellamt) (the “FCO”).
On March 11, 2021,
the FCO provided antitrust clearance for the Merger.
On March 15, 2021,
the applicable waiting period under the HSR Act in connection with the Merger expired.
The consummation of
the Merger remains subject to the adoption of the Merger Agreement by the Company’s shareholders and the satisfaction or
waiver of the other closing conditions set forth in the Merger Agreement, including the receipt of certain consents and approvals
under applicable investment screening laws.
Additional Information and Where to
Find It
This communication
is being made in respect of the proposed transaction involving the Company, Parent and Sub. In connection with the proposed transaction,
the Company has filed a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”)
and intends to file additional relevant materials with the SEC, including a definitive proxy statement on Schedule 14A. Promptly
after filing its definitive proxy statement with the SEC, the Company will mail or otherwise provide the definitive proxy statement
and a proxy card to each shareholder of the Company entitled to vote at the special meeting relating to the proposed transaction.
This communication is not a substitute for the proxy statement or any other document that the Company may file with the SEC or
send to its shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF THE COMPANY
ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The preliminary proxy statement, definitive
proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any
other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or
at the Company’s website at www.cubic.com.
Participants in the Solicitation
This
communication does not constitute a solicitation of proxy, an offer to purchase, or a solicitation of an offer to sell any
securities. The Company and its directors and executive officers are, and certain employees may be, deemed to be participants
in the solicitation of proxies from shareholders in connection with the proposed transaction. Information regarding the names
of such persons and their respective interests in the proposed transaction, by securities holdings or otherwise, will be set
forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding these individuals is
set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020, filed with the SEC
on November 18, 2020, Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended September
30, 2020, filed with the SEC on January 28, 2021, the definitive proxy statement on Schedule 14A for the Company’s most
recent Annual Meeting of Shareholders held in February 2020, which was filed with the SEC on January 17, 2020, and the
preliminary proxy statement on Schedule 14A for the Company’s Special Meeting of Shareholders, which was filed with the
SEC on March 8, 2021. To the extent the Company’s directors and executive officers or their holdings of Company
securities have changed from the amounts disclosed in those filings, to the Company’s knowledge, such changes have been
or will be reflected on initial statements of beneficial ownership on Form 3 or statements of change in ownership on Form 4
on file with the SEC. These documents are (or, when filed, will be) available free of charge at the SEC’s website at
www.sec.gov or at Cubic’s website at www.cubic.com.
Forward-Looking Statements
This communication
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject
to the safe harbor created thereby. Statements that are not historical or current facts, including statements about beliefs and
expectations and statements relating to the proposed transaction involving the Company, Parent and Sub, are forward-looking statements.
These forward-looking statements are often, but not always, made through the use of words or phrases such as “may,”
“will,” “anticipate,” “estimate,” “plan,” “project,” “continuing,”
“ongoing,” “expect,” “believe,” “intend,” “predict,” “potential,”
“opportunity” and similar words or phrases or the negatives of these words or phrases. Forward-looking statements involve
inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated,
including, but not limited to: the satisfaction of the conditions precedent to the consummation of the proposed transaction, including,
the receipt of shareholder and regulatory approvals; unanticipated difficulties or expenditures relating to the proposed transaction;
legal proceedings, judgments or settlements, including those that may be instituted against the Company, the Company’s board
of directors and executive officers and others following the announcement of the proposed transaction; disruptions of current plans
and operations caused by the announcement and pendency of the proposed transaction; potential difficulties in employee retention
due to the announcement and pendency of the proposed transaction; the response of customers, suppliers, business partners and regulators
to the announcement of the proposed transaction; and other risks and uncertainties and the factors identified under “Risk
Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended September 30, 2020, and
updated in subsequent reports filed by the Company with the SEC. These reports are available at www.cubic.com or www.sec.gov. Forward-looking
statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information
or future events.