Cubic Announces Shareholder Approval of Merger Agreement with Veritas Capital
28 4월 2021 - 5:03AM
Business Wire
Cubic Corporation (NYSE: CUB) (“Cubic” or the “Company”) today
announced that, at a special meeting of shareholders held on April
27, 2021 (the “Special Meeting”), the shareholders of the Company
approved a proposal to adopt the merger agreement (the “Merger
Agreement”) entered into between the Company and an affiliate of
Veritas Capital (“Veritas”), under which Veritas and Evergreen
Coast Capital Corporation (“Evergreen”), an affiliate of Elliott
Investment Management L.P., will acquire the Company for $75.00 per
share in cash.
Approximately 70.3% of the shares of the Company’s common stock
issued and outstanding as of the close of business on March 18,
2021, the record date for the Special Meeting, voted to adopt the
Merger Agreement.
The proposed transaction remains subject to the receipt of
certain regulatory approvals and the satisfaction of other closing
conditions. The Company currently anticipates that the proposed
transaction will be completed during the second calendar quarter of
2021.
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.
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, Veritas and
Evergreen, 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 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210427006115/en/
Investors Kirsten Nielsen Investor Relations Cubic
Corporation PH +1 212-331-9760 Kirsten.Nielsen@cubic.com
Media Sloane & Company Dan Zacchei / Joe Germani
dzacchei@sloanepr.com / jgermani@sloanepr.com
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