Exhibit 99.1
Employee Memo
Bradley H. Feldmann
Chairman, President & CEO
Subject: Acquisition of Cubic
Dear Fellow Cubes,
This morning we announced that we have signed a definitive agreement to be acquired by Veritas Capital and Evergreen Coast Capital Corporation. Following the completion of the transaction, we will become a privately held company. A copy of the press release we issued a few minutes ago is below.
First and foremost, partnering with Veritas and Evergreen will create significant growth opportunities for our company, our CUBES and our customers. It will also strengthen our ability to solve our customers’ most pressing challenges through innovative, mission-critical solutions, services and platforms.
Veritas is a longstanding investor in companies operating at the intersection of technology and government. Veritas brings deep experience in our industry along with a successful track record of helping companies like ours reach their full potential by investing capital and supporting operational improvements. Evergreen also has a long-term focus and a strong background investing in technology companies.
This transaction is truly a recognition of the positive momentum we have all helped build at Cubic. I, along with the entire Board of Directors, am incredibly proud of how – amid a year filled with unprecedented challenges – we collectively came together to build on our strengths, protect our people, serve our customers and reach a value-maximizing deal for our shareholders. This would not have been possible without you. Thanks so very much for the Winning the Customer Obsession you demonstrate every day.
I am sure many of you are asking ‘what does today’s news mean for me?’
The answer is, it’s largely business as usual. We do not expect this transaction to impact your day-to-day jobs. Prior to closing, our executive management team will continue to run Cubic, and we will continue to deliver on our initiatives to drive growth and operational excellence, already underway as part of our NextCUBIC strategy. Once the transaction is complete, Cubic will have greater flexibility in how it operates. For example, Cubic will be able to focus more on long-term results rather than being required to provide financial results to public investors on a quarterly basis.
As with any transaction, this agreement is subject to shareholder approval and the satisfaction of customary closing conditions. We anticipate that the acquisition will be completed during the second calendar quarter of 2021. Until closing, nothing changes and we remain a separate public company.
We know that you will have questions, and we are committed to answering them in as timely and straightforward manner as possible. The enclosed Frequently Asked Questions (FAQ) document provides additional detail around some of the questions you may have at this point. I will also be hosting Town Halls tomorrow at 8:00 am PST and 3:00 pm PST to discuss the transaction.
If any members of the media or other third parties reach out to you with questions about the transaction, please pass them along to Kirsten Nielsen, our head of Investor Relations at Kirsten.Nielsen@cubic.com.
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As always, we appreciate your continued commitment to Cubic.
Thanks much,
/s/ Bradley H. Feldmann
Bradley H. Feldmann
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction involving Cubic, Veritas and Evergreen. In connection with the proposed transaction, Cubic intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Cubic will mail or otherwise provide the definitive proxy statement and a proxy card to each shareholder of Cubic entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that Cubic may file with the SEC or send to its shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF CUBIC ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT CUBIC WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The definitive proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by Cubic with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or at Cubic’s website at www.cubic.com.
Participants in the Solicitation
This communication does not constitute a solicitation of proxy, an offer to purchase, or a solicitation of an offer to sell any securities. Cubic and its directors and executive officers are, and certain employees may be, deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information regarding the names of such persons and their respective interests in the proposed transaction, by securities holdings or otherwise, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding these individuals is set forth in Cubic’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020, filed with the SEC on November 18, 2020, Amendment No. 1 to Cubic’s Annual Report on Form 10-K/A for the fiscal year ended September 30, 2020, filed with the SEC on January 28, 2021 and the definitive proxy statement on Schedule 14A for Cubic’s most recent Annual Meeting of Shareholders held in February 2020, which was filed with the SEC on January 17, 2020. To the extent Cubic’s directors and executive officers or their holdings of Cubic securities have changed from the amounts disclosed in those filings, to Cubic’s knowledge, such changes have been or will be reflected on initial statements of beneficial ownership on Form 3 or statements of change in ownership on Form 4 on file with the SEC. These documents are (or, when filed, will be) available free of charge at the SEC’s website at www.sec.gov or at Cubic’s website at www.cubic.com.
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Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor created thereby. 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 shareholder and 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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