On March 22, 2021, Cubic Corporation (“Cubic” or
the “Company”) issued a press release.
A copy of the press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
transaction involving the Company, Atlas CC Acquisition Corp. (“Parent”) and Atlas Merger Sub Inc. (“Sub”).
In connection with the proposed transaction, Cubic 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 the Company’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, and the unsolicited acquisition proposal, 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 and the unsolicited acquisition proposal; the response of customers,
suppliers, business partners and regulators to the announcement of the proposed transaction and the unsolicited acquisition proposal;
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.