UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 2, 2019
Date of Report (date of earliest event reported)
Cubic Corporation
(Exact name of registrant as specified in its charter)
Delaware
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1-8931
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95-1678055
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9333 Balboa Avenue |
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San Diego, California
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92123
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Registrants telephone number, including area code: (858) 277-6780
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14-d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
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Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01 Other Information
On January 2, 2019, Cubic Transportation Systems, Inc. ( CTS ), a wholly-owned subsidiary of Cubic Corporation ( Cubic ), acquired Gridsmart Technologies, Inc. ( Gridsmart ). Gridsmart uses a single camera solution for video detection at traffic intersections utilizing image processing, computer vision modeling and machine learning to optimize the flow of people and traffic through intersections. Gridsmart is based in Knoxville, Tennessee.
The aggregate purchase price of the acquisition of Gridsmart is $87 million, subject to customary holdbacks and adjustments, including a portion of the purchase price ($935,000 in the aggregate) to be deposited into escrow accounts to secure potential post-closing obligations of the Gridsmart equityholders.
Cubic financed the transaction from borrowings under the Companys revolver.
Cubic issued a press release announcing the Merger Agreement on January 2, 2019, a copy of which is attached as Exhibit 99.1 to this report.
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This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor created by such Act. Statements in this Current Report on Form 8-K that are not purely historical are forward-looking statements. Forward-looking statements include, among others, statements regarding the closing of the Gridsmart acquisition. Actual results could differ materially from those expressed in any forward-looking statements due to numerous factors. Such factors include, among others, the risks and uncertainties in Cubics business, including the risks described in Cubics most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. You should not place undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date hereof, and, except as required by law, Cubic undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof.
Item 9.01 Exhibits
(d) Exhibits
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Exhibit Description |
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99.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 2, 2019 |
CUBIC CORPORATION |
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By: |
/s/ James R. Edwards |
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Name: |
James R. Edwards |
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Senior Vice President, |
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General Counsel & Secretary |
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Cubic Acquires GRIDSMART to Expand Intelligent Traffic Management Offering
GRIDSMART acquisition further strengthens industry-leading portfolio
SAN DIEGO Jan. 2, 2019 Cubic Corporation (NYSE: CUB) today announced the acquisition of GRIDSMART Technologies, Inc., a market-leading, technology-driven business with a differentiated video tracking offering in the Intelligent Traffic Systems (ITS) market, for approximately $87 million in cash, subject to customary adjustments. GRIDSMART specializes in video detection at the intersection utilizing advanced image processing, computer vision modeling and machine learning along with a single camera solution providing best-in-class data for optimizing the flow of people and traffic through intersections.
For full calendar year 2019, GRIDSMART is anticipated to contribute approximately $35 million in sales and $8 million of Adjusted EBITDA. Cubic anticipates the transaction will be accretive to cash earnings per share (EPS) in the first full year of operations, exclusive of transaction fees. Cubic will finance the transaction from its existing credit facilities.
GRIDSMARTs industry-leading video tracking solution at the intersection is a key addition to our growing Intelligent Traffic Management portfolio to reduce congestion. It is complementary to our recent acquisition of Trafficware, both of which are cash EPS accretive in first full year of operations, said Bradley H. Feldmann, chairman, president and chief executive officer of Cubic Corporation. We welcome GRIDSMART to the Cubic family and look forward to their contribution in executing our companys strategy and purpose to make a positive difference in peoples lives.
Detection is the largest and fastest growing segment within the intelligent traffic management market and is critical to enabling smart intersections that can optimize the flow of people and goods through cities, which is core to the Operations and Analytics pillar of the NextCity strategy. This strategic investment in GRIDSMART will not only enhance our growth profile through synergies with Trafficware but also strengthen Cubics Surface Transport Management solution offering said Matt Cole, president of Cubic Transportation Systems.
Advanced traffic management build on Smart Sensors is a key to efficient and responsible city management. As this need continues to grow not only in cities across the U.S. but also throughout the world, we look forward to seeing the synergies and growth opportunities of our solutions utilizing Cubics market leadership and international presence, said Bill Malkes, chief executive officer of GRIDSMART. We are pleased to become a member of the Cubic family where GRIDSMARTs vision to improve one billion lives with intelligence will continue in alignment with Cubics overall purpose.
GRIDSMART is a market-leading business in the Intelligent Transportation Systems market, delivering a single camera sensor for intersection actuation and performance management with horizon-to-horizon view, including the center of the intersection, with its fisheye lens. Its iconic Bell Camera is the worlds first single-camera solution for intersection actuation, data collection and situational awareness. Furthermore, GRIDSMART is the only system to track vehicle trajectory from approach through the center of the intersection to exit. Based in Knoxville, TN, GRIDSMART has counted and classified more than 43 billion vehicles through 54 million hours of real-world video processing in 7,000 intersections spanning across 1,200 cities around the world.
A supplemental slide presentation is available on Cubics website at www.cubic.com/investor-relations/events-presentations.
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Forward-Looking Statements
This release contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or our future financial and/or operating performance are not historical and may be forward-looking, including, among others, Cubics strategies to lead next-generation intelligent traffic solutions and solve the challenges of urban congestion, and the potential to realize synergies and benefits from the acquisition. These 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. These statements involve estimates, assumptions and uncertainties, including, among others: risks associated with the satisfaction of customary closing conditions for the acquisition; the ability to successfully integrate new companies into Cubics business and to properly assess the effects of such integration on its financial results; competition and technology changes in the industries in which Cubic does business; Cubics ability to successfully develop, introduce and sell new products, systems and services in current and future markets; and those discussed in Risk Factors in Cubics annual report on Form 10-K for the year ended September 30, 2018 and subsequent quarterly reports on Form 10-Q, that could cause actual results to differ materially from those expressed in these statements. Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
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 peoples 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 www.cubic.com or on Twitter @CubicCorp.
Media Contact
Laura Chon
Corporate Communications
Cubic Corporation
PH: +1 858-505-2181
Laura.Chon@cubic.com
Investor Contact
Kirsten Nielsen
Investor Relations
Cubic Corporation
PH +1 212-331-9760
Kirsten.Nielsen@cubic.com