A day after Singapore’s ST Engineering increased its bid for Cubic Corp. [CUB], the California based transportation and defense contractor on Wednesday said accepted a revised, but still lower, offer from two private equity firms.
Cubic said it accepted the $75 per share offer from Veritas Capital and Evergreen Coast Capital, which in February agreed to buy the company for $70 per share. Then, in March, ST Engineering approached Cubic with a $76 per share offer, a proposal Cubic agreed at the time was “superior” to the bid by the private equity investors.
On Tuesday, before the latest announcement from Cubic, ST Engineering upped its bid to $78 per share in cash, topping the revised offer from Veritas and Evergreen, whose $75 per share offer is valued at $3 billion, including the assumption of debt.
Despite the greater offer from ST Engineering, Cubic said other factors led it to accept the revised private equity bid. It also said that despite ST Engineering’s revisions, that company’s bid “is neither a ‘superior proposal’ nor a proposal that would reasonably be expected to lead to a ‘superior proposal’ as that term is defined in the existing Merger Agreement” with Veritas and Evergreen.
Cubic said its board “gave due consideration to the revised proposal it received from Singapore Technologies Engineering” for $78 per share. However, it said, “The Board determined that, based on the superior certainty and anticipated timing of closing the existing transaction with Veritas and Evergreen, the revised proposal from Veritas and Evergreen was in the best interests of all Cubic’s shareholders.”
Cubic shareholders will meet on April 27 to approve the deal with Veritas and Evergreen. The transaction, if approved, is scheduled to close during the second quarter of 2021. There is no agreement with ST Engineering so no timeframe for a potential closing had been disclosed.
In addition to regulatory approval in the U.S., the Committee on Foreign Investment in the U.S. (CFIUS) would also have been required to approve ST Engineering’s proposed acquisition of Cubic. ST Engineering already has a substantial presence in the U.S. and has obtained CFIUS approval on all 11 of its previous acquisitions in the country.
Cubic also said that it is no longer in discussions with ST Engineering based on terms of its private equity deal.
As part of its proposal, ST Engineering has said it would divest Cubic’s defense businesses to the investment firm Blackstone Tactical Opportunities.