Cubic Corp. [CUB] on Monday said it has received an unsolicited acquisition offer from Singapore’s ST Engineering (STE) priced at $76 per share, a proposal the company says would be “superior” to a $70 bid it already agreed to in February from the private equity firms Veritas Capital and Evergreen Coast Capital.
Terms of the potential deal with STE, which has not been agreed to, would include STE selling Cubic’s defense business to the investment firm Blackstone Tactical Opportunities.
Cubic said that it will discuss the offer by STE, which it believes “would reasonably be expected to lead to a superior proposal,” but has not withdrawn or modified its recommendation that shareholders vote in favor of the current $70 per share bid from Veritas and Evergreen that was agreed to in February.
STE said its proposal is nearly 9 percent higher than the bid by Veritas and Evergreen and said its interest is in Cubic’s Transportation Systems (CTS) business, which the Singapore-based company says “is an excellent fit with ST Engineering’s strategy to pursue growth in the smart city domain, including mobility and transportation systems. CTS is a market leader in the intelligent transportation solutions and payments industry.”
STE also said its proposed cash offer isn’t subject to any financing condition, although the sale of the Cubic Mission and Performance Solutions segment to Blackstone would require approval by STE’s shareholders. STE said its major shareholder, Temasek, plans to vote in favor of the deals.
Cubic’s defense businesses tallied $635.3 million in sales last year and CTS $840.9 million.
STE already has a footprint in the U.S. with business units that include shipbuilder VT Halter Marine, aerospace businesses that do maintenance, repair and overhaul of aircraft, satellite communications for commercial and military customers, robotics and autonomous systems, modeling and simulation, and specialty vehicles for commercial applications.
If Cubic agrees to STE’s proposal, the deal would require regulatory approvals, including by the Committee on Foreign Investment in the U.S. (CFIUS). STE said it has obtained CFIUS approvals for all 11 of its previous acquisitions in the U.S.
Morgan Stanley is STE’s financial adviser on the proposed transaction. Cubic is being advised by J.P. Morgan Securities.