SAN DIEGO, Calif. – May 13, 2013 – Cubic Corporation (NYSE: CUB) announced today that it has launched a secondary underwritten public offering of 2,400,000 shares of its common stock pursuant to a registration statement on Form S-1 filed with the Securities and Exchange Commission (SEC). All of such shares will be offered and sold by certain shareholders of Cubic, which shareholders are comprised of trusts created by Cubic’s founder, Walter J. Zable, who passed away in 2012, and the selling shareholders will receive all of the net proceeds from such offering. The selling shareholders intend to grant the underwriters an option for 30 days to purchase up to 360,000 additional shares. Cubic will not sell any shares in the offering.
J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC are acting as joint book-running managers of the offering. Raymond James & Associates, Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, Canaccord Genuity Inc., Needham & Company, LLC, RBC Capital Markets, LLC, Imperial Capital, LLC and The Benchmark Company, LLC are acting as co-managers of the offering.
The offering will be made by the selling shareholders only by means of a prospectus. When available, copies of the preliminary prospectus relating to the offering may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 (telephone: 866-803-9204) or Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, New York 10010 (telephone: 800-221-1037).
A registration statement relating to these securities has been filed with the SEC, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The registration statement may be accessed through the SEC's website at edgar.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
This press release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, that involve risks and uncertainties, including statements related to the proposed secondary public offering. These forward-looking statements are based upon Cubic’s current expectations. Actual results or outcomes may differ materially from those expressed in any forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with market conditions as they relate to the proposed offering and other risks detailed in Cubic’s filings with the SEC, and investors should not place undue reliance on any forward-looking statements. In addition, any forward-looking statement speaks only as of the date on which it is made, and Cubic undertakes 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, except as required by law.