Cubic Accepts Potential $3B Amended Buyout Offer of Veritas, Evergreen

Cubic (NYSE: CUB) has agreed to be acquired by Veritas Capital and Evergreen Coast Capital, an affiliate of Elliott Investment Management, for approximately $3 billion, or $75 in cash per share under a revised proposal.

The all-cash transaction includes the assumption of debt and Cubic said Wednesday its board considered the revised offer of Singapore-based ST Engineering to acquire the San Diego-based defense and transit technology company for $78 per share but decided to go with the amended proposal of Veritas and Evergreen “based on the superior certainty and anticipated timing of closing the existing transaction.”

Cubic said it has ended talks with ST Engineering under the amended agreement’s terms and that its board recommends that Cubic’s shareholders approve the revised deal.

Shareholders of Cubic are scheduled to assemble for a special meeting on the amended agreement on April 27.

The announcement came a day after reports emerged that ST Engineering decided to increase its offer to acquire Cubic from $76 to $78 in cash per share in response to the move of Veritas and the private equity arm of Elliott to raise their bid from $70 to $72 a share.

In February, Veritas and Evergreen agreed to buy Cubic for $70 per share. A month later, ST Engineering made an unsolicited buyout offer of $76 a share for the defense contractor.

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