UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment
No. )
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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CUBIC CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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to which transaction applies:
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which transaction applies:
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value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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Proposed maximum aggregate value
of transaction:
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Form, Schedule or Registration Statement
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Cubic
Board Accepts Revised Acquisition Proposal from Veritas Capital and Evergreen Coast Capital at $75.00 Per Share
All-Cash
Transaction Valued at Approximately $3.0 Billion, Including Assumption of Debt
Cubic Enters
Into Amendment to its Previously Announced Definitive Merger Agreement with Affiliates of Veritas Capital
SAN
DIEGO, March 31, 2021 – Cubic Corporation (NYSE: CUB) (“Cubic”
or the “Company”) today announced that it has accepted a proposal from Veritas Capital (“Veritas”) and Evergreen
Coast Capital Corporation (“Evergreen”), an affiliate of Elliott Investment Management L.P. (“Elliott”), to increase
the price per share of their pending acquisition of Cubic to $75.00 per share in cash. The Company has accepted this proposal and entered
into an amendment (the “Amendment”) to its previously announced definitive merger agreement with affiliates of Veritas (the
“Merger Agreement” and, as amended, the “Amended Agreement”) to acquire the Company.
Under
the terms of the Amended Agreement, Cubic shareholders will receive $75.00 in cash for each share of Cubic’s common stock, representing
a premium of approximately 69% to Cubic’s unaffected closing stock price on September 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
$3.0 billion, including the assumption of debt.
Cubic’s
Board of Directors (the “Board”) gave due consideration to the revised proposal it received from Singapore Technologies Engineering
Ltd (SGX: S63; Bloomberg-STE:SP) (“ST Engineering”) to acquire the Company for $78.00 per share (the “ST Engineering
Proposal”). In making its decision, the Board carefully assessed the relative benefits and risks of the proposals from both Veritas
and Evergreen and ST Engineering. The Board determined that, based on the superior certainty and anticipated timing of closing the existing
transaction with Veritas and Evergreen, the revised proposal from Veritas and Evergreen was in the best interests of all Cubic’s
shareholders.
In connection
with this determination, the Board (i) approved and adopted the Amended Agreement, (ii) recommends that the Company’s
shareholders adopt the Amended Agreement, (iii) recommends that the Company’s shareholders vote “FOR” each of the
proposals described in the definitive proxy statement for the Special Meeting of Cubic’s shareholders filed with the United States
Securities and Exchange Commission (“SEC”) and mailed to shareholders on or about March 26, 2021, and (iv) determined
that the ST Engineering Proposal, after giving effect to all revisions made to such proposal by ST Engineering, is neither a “superior
proposal” nor a proposal that would reasonably be expected to lead to a “superior proposal” as that term is defined
in the existing Merger Agreement. As a result, Cubic has ceased engagement with ST Engineering in accordance with the terms of the Amended
Agreement.
This
summary of the Amendment is incomplete, and Cubic encourages shareholders to read the full text of the Amendment to be included with the
Company’s current report on Form 8-K, which will be filed with the SEC in due course. Further, the Company intends to provide
to its shareholders supplemental disclosure to the definitive proxy statement mailed to the Company’s shareholders on or about March 26,
2021 and will file relevant materials with the SEC. Shareholders are urged to read the definitive proxy statement as supplemented and
such other relevant materials for more information, including with respect to the terms of the Amended Agreement.
The Special
Meeting of Cubic’s shareholders to adopt the Amended Agreement remains scheduled for April 27, 2021 at 1:00 p.m. Eastern
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. Raymond James & Associates, Inc. provided the Board with an opinion
regarding the fairness, from a financial point of view, of the consideration offered to Cubic shareholders.
Skadden,
Arps, Slate, Meagher & Flom LLP is acting as legal counsel to Veritas.
Gibson,
Dunn & Crutcher LLP is acting as legal counsel to Evergreen.
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.
About Veritas Capital
Veritas is a longstanding investor in companies operating at the intersection
of technology and government. The firm invests in companies that provide critical products and services, primarily technology and technology-enabled
solutions, to government and commercial customers worldwide, including those operating in the healthcare, national security, software,
education, aerospace & defense, government services, communications, and energy industries. Veritas seeks to create value by
strategically transforming the companies in which it invests through organic and inorganic means. For more information on Veritas, visit
www.veritascapital.com.
About Elliott and Evergreen
Elliott Investment Management L.P. manages two multi-strategy investment
funds which combined manage approximately $42 billion of assets. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making
it one of the oldest funds of its kind under continuous management. The Elliott funds’ investors include pension plans, sovereign
wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. Evergreen Coast
Capital Corporation is Elliott’s private equity affiliate, which focuses on technology investing.
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 definitive proxy statement on Schedule 14A with the SEC, which has been mailed to Cubic’s
shareholders, and intends to file additional relevant materials with the SEC. This communication is not a substitute for the definitive
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, THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The
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, is
set forth in the definitive proxy statement on Schedule 14A for the Company's Special Meeting of Shareholders, filed with the SEC on March 26,
2021. 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, and the definitive
proxy statement on Schedule 14A for Cubic’s most recent Annual Meeting of Shareholders held in February 2020, filed with the
SEC on January 17, 2020. 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, 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.
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
For Veritas:
David Millar / Julie Rudnick
/ Kevin Siegel
Sard Verbinnen & Co
VeritasCapital-SVC@SARDVERB.com
For Elliott and Evergreen:
Stephen Spruiell
Elliott Investment Management L.P.
(212) 478-2017
sspruiell@elliottmgmt.com
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