Cubic Announces Completion of Acquisition by Veritas Capital and Evergreen Coast Capital

Rhea-AI Summary

Cubic Corporation (NYSE:CUB) has finalized its sale to Veritas Capital and Evergreen Coast Capital for approximately $3.0 billion, including debt assumption. Announced initially on February 8, 2021, the transaction received shareholder approval on April 27, 2021. Cubic shareholders will receive $75.00 per share in cash, and trading of Cubic's stock on the NYSE will cease on May 25, 2021. The company will continue its operations in San Diego, ensuring a seamless transition for customers and employees.

Positive

• Cubic shareholders receive $75.00 per share in cash, enhancing shareholder value.
• The transaction valued at approximately $3.0 billion reflects strong market confidence.
• Continuation of Cubic's operations in San Diego promotes stability and business continuity.

Negative

• Cubic's common stock will be suspended from trading, potentially limiting liquidity for investors.
• The go-private transaction may hinder transparency and investor engagement.

Cubic Corporation (NYSE:CUB) (“Cubic” or the “Company”) today announced the completion of its sale to Veritas Capital (“Veritas”) and Evergreen Coast Capital Corporation (“Evergreen”), an affiliate of Elliott Investment Management L.P. (“Elliott”), in a transaction valued at approximately $3.0 billion, including the assumption of debt.

The go-private transaction, which was announced on February 8, 2021 and the terms of which were amended on March 31, 2021, received approval from Cubic shareholders on April 27, 2021. As a result of the completion of the transaction, Cubic shareholders will receive $75.00 per share in cash, and Cubic’s common stock will be suspended from trading on the New York Stock Exchange (“NYSE”) prior to the opening of business on May 25, 2021 and will be removed from listing on the NYSE.

Cubic will remain based in San Diego, California, and the transition is expected to be seamless for customers and employees across Cubic’s businesses.

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, services, and software, 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.

Leveraging technology to make a positive impact across vitally important areas, such as healthcare, education, and national security, is core to Veritas. We are proud stewards of national assets, helping to improve the quality of healthcare while reducing cost, advancing our educational system, and protecting our nation and allies. For more information, 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.

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FAQ

What was the value of Cubic Corporation's sale to Veritas Capital and Evergreen?

The sale of Cubic Corporation was valued at approximately $3.0 billion, including the assumption of debt.

What do Cubic shareholders receive from the transaction?

Cubic shareholders will receive $75.00 per share in cash as a result of the transaction.

When will Cubic's common stock cease trading on the NYSE?

Cubic's common stock will be suspended from trading on the NYSE prior to the opening of business on May 25, 2021.

Where will Cubic Corporation continue to operate after the sale?

Cubic Corporation will remain based in San Diego, California, ensuring ongoing operations.

What was the approval timeline for the sale of Cubic Corporation?

The sale was announced on February 8, 2021, with shareholder approval granted on April 27, 2021.