The all-cash transaction includes the assumption of debt and is expected to be finalized during the second quarter of 2021, subject to regulatory clearances, shareholder approval and other customary closing conditions, the companies said in a joint release published Monday.
Cubic provides fare collection systems and other technologies for the transportation sector and defense C4ISR and training platforms designed to improve military readiness. The company will remain headquartered in San Diego upon the deal’s closing.
Ramzi Musallam, CEO and managing partner of Veritas Capital and an inductee into Executive Mosaic’s Wash100 for 2021, said Cubic is addressing the mission-critical needs of global defense and transportation markets with its innovative technology platforms and Veritas Capital plans to build on its expertise in the government tech market to drive growth and accelerate product development at Cubic.
“This transaction is in the best interests of our shareholders and provides them with a significant premium and liquidity – while accelerating future growth to the benefit of our employees and customers,” said Bradley Feldmann, chairman, president and CEO of Cubic and a previous Wash100 awardee.
The board of directors of Cubic has approved the transaction, which will be funded using debt and equity financing.
J.P. Morgan Securities acts as lead financial adviser to Cubic and Sidley Austin and Faegre Drinker Biddle & Reath advise the company on the deal’s legal aspects. Raymond James & Associates shared its insights on the transaction with Cubic’s board.
Skadden, Arps, Slate, Meagher & Flom serves as Veritas Capital’s legal counsel. Evergreen’s legal adviser in the transaction is Gibson, Dunn & Crutcher.