Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
* * * *
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CUBIC CORPORATION
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March 22, 2021
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By:
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/s/ Hilary L. Hageman
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Name:
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Hilary L. Hageman
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Title:
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Senior Vice President, General Counsel & Corporate Secretary
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Exhibit 99.1
Cubic
Announces Receipt of Unsolicited Acquisition Proposal from ST Engineering
Cubic’s
Board has Determined Proposal Would Reasonably Be Expected to Lead to a "Superior Proposal"
Board
Continues to Recommend Pending Transaction with Veritas and Evergreen Coast Capital; Merger Agreement Remains in Place
SAN
DIEGO, March 22, 2021 – Cubic Corporation (NYSE: CUB) (“Cubic” or the “Company”) today
confirmed that it recently received an unsolicited proposal from Singapore Technologies Engineering (SGX: S63;
Bloomberg-STE:SP) (“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
February 7, 2021, Cubic’s Board of Directors (the “Board”) 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 the Board of Directors
of Cubic 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 our 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.
About Cubic Corporation
Cubic is a technology-driven,
market-leading provider of integrated solutions that increase situational understanding for transportation, defense C4ISR, and
training customers worldwide to decrease urban congestion and improve the militaries’ effectiveness and operational readiness. Our
teams innovate to make a positive difference in people’s lives. We simplify their daily journeys. We promote mission success
and safety for those who serve their nation. For more information about Cubic, please visit the company’s website at www.cubic.com or
on Twitter @CubicCorp.
Additional Information and Where to Find It
This communication is being made in respect of the
proposed transaction involving Cubic, 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, Cubic will mail or otherwise provide the definitive proxy statement and a proxy card to each shareholder of
Cubic 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 Cubic may file with the SEC or send to its shareholders in connection with
the proposed transaction. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF CUBIC ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED
TRANSACTION THAT CUBIC WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT CUBIC AND 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 Cubic
with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or at Cubic’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. Cubic, 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 Cubic’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 Cubic’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 Cubic’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 Cubic’s directors and executive officers or their holdings of Cubic securities have changed from the amounts
disclosed in those filings, to Cubic’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 press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical or current facts, including
statements about beliefs and expectations and statements relating to the proposed transaction among the Company, Parent and Sub,
and the STE 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 and the STE Proposal; potential difficulties in employee retention due to the announcement and pendency
of the proposed transaction and the STE Proposal; the response of customers, suppliers, business partners and regulators to the
announcement of the proposed transaction and the STE 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.
Contacts:
For Cubic:
Investors
Kirsten Nielsen
Investor Relations
Cubic Corporation
PH +1 212-331-9760
Kirsten.Nielsen@cubic.com
OR
Morrow Sodali
Mike Verrechia / Bill Dooley
(800) 662-5200
cub@investor.morrowsodali.com
Media
Sloane & Company
Dan Zacchei / Joe Germani
dzacchei@sloanepr.com / jgermani@sloanepr.com