ST Engineering makes competing bid for Cubic Corp at US$76 per share

SINGAPORE Technologies Engineering (ST Engineering) on Monday said it has delivered to the board of New York-listed Cubic Corporation a proposal to acquire all its outstanding stock at US$76 per share in cash.

The proposed deal represents a premium of 8.6 per cent over the US$70-per-share in cash agreed to by Cubic with an affiliate of Veritas Capital and Evergreen Coast Capital Corporation, announced on Feb 8, 2021.

ST Engineering said it is "confident" that its offer represents a superior proposal to the Veritas/Evergreen transaction.

It added that Cubic's transportation systems (CTS) business is an excellent fit with ST Engineering's strategy to pursue growth in the smart-city domain, including mobility and transportation systems. CTS is also a market leader in the intelligent transportation solutions and payments industry.

ST Engineering plans for CTS to be the global headquarters of its smart mobility business and to continue to be based in San Diego, California. ST Engineering also plans to invest in CTS and retain the "Cubic" brand.

ST Engineering has partnered with affiliates of Blackstone that will acquire Cubic's mission and performance-solutions defence business immediately following its acquisition of Cubic.

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The transaction will be subject to customary closing conditions, including anti-trust and foreign direct investment approvals.

ST Engineering expects to sign definitive agreements and obtain regulatory approvals quickly. The proposed deal is not subject to any financing condition.

The proposed transaction and the sale of the defence business to Blackstone will require ST Engineering shareholders' approval. ST Engineering's major shareholder Temasek plans to execute a voting agreement to vote in favour of the transactions.

Cubic's board is considering ST Engineering's proposal, and has determined that it is, or would reasonably be expected to lead to, a "superior proposal".

Morgan Stanley is the financial advisor to ST Engineering, while Latham & Watkins LLP is ST Engineering's legal counsel.