Cubic Corporation Adopts Limited-Duration Shareholder Rights Plan
September 21 2020 - 08:00AM
Business Wire
Responds to Elliott Management’s Undisclosed,
Rapid Stock Accumulation and Expression of Desire to Acquire
Company
Cubic Corporation (NYSE: CUB) (“Cubic” or the “Company”) today
announced that on September 20, 2020, its Board of Directors (the
“Board” or “Cubic Board”) approved the adoption of a
limited-duration shareholder rights plan (the “Rights Plan”) and
declared a distribution of one right (“Right”) for each outstanding
share of common stock. The Rights Plan is effective immediately and
will expire on September 19, 2021. The record date for the Rights
distribution is October 1, 2020.
The Cubic Board adopted the Rights Plan in response to Elliott
Management (together with its affiliates, “Elliott”) informing the
Company privately that it has acquired a direct ownership and
derivatives position that provided economic exposure equivalent to
approximately 15% of Cubic’s outstanding stock. Elliott further
informed the Company that it (and a private equity firm with whom
Elliott has partnered) is interested in acquiring Cubic, subject to
various conditions. The Cubic Board has not initiated a process to
sell the Company. The Board believes that the Company’s standalone
prospects are excellent and that Cubic’s current strategic plan,
including the recently announced NextCubic initiative, will create
significant value for all Cubic shareholders.
“Cubic’s Board is committed to creating long-term value and
ensuring that our shareholders are able to realize the full
potential of their investment in the Company,” said David F.
Melcher, Lead Independent Director of Cubic. “The adoption of the
Rights Plan is intended to provide the Board with time to make
informed decisions and prevent any third party from obtaining
control of Cubic in a manner and at a price that are not in the
best interests of Cubic’s shareholders.”
The Rights Plan does not deter any offer or preclude the Cubic
Board from considering an offer that is fair and otherwise in the
best interests of Cubic shareholders. The Rights Plan provides
several recognized shareholder-friendly features, including an
ability for shareholders to call a special meeting for purposes of
exempting a “qualified offer.” Consistent with its duties, the
Board has and will review any proposal to significantly increase
shareholder value.
The Rights will be exercisable only if a person or group
acquires beneficial ownership (including certain synthetic equity
positions created by derivative securities) of 15% (20% for passive
institutional investors) or more of Cubic’s outstanding common
stock. Any shareholders with beneficial ownership of 15% or more of
Cubic’s outstanding common stock as of the time of this
announcement are generally grandfathered at their current ownership
levels but are not permitted to increase their ownership without
triggering the Rights Plan.
A copy of the Rights Plan and a summary of its terms will be
filed on a Form 8-K with the Securities and Exchange
Commission.
At this time, Cubic shareholders are not required to take any
action.
J.P. Morgan Securities LLC is acting as financial advisor to the
Company and Faegre Drinker Biddle & Reath LLP and Sidley Austin
LLP are acting as the Company’s legal counsel.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200921005418/en/
Investor Contact Kirsten Nielsen Investor Relations Cubic
Corporation PH +1 212-331-9760 Kirsten.Nielsen@cubic.com Media
Contact Sloane & Company Dan Zacchei / Joe Germani
dzacchei@sloanepr.com / jgermani@sloanepr.com
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