Cubic Global Defense accelerates portfolio transformation and expands C4ISR offerings
SAN DIEGO – December 21, 2015 – Cubic Corporation (NYSE: CUB) today announced the acquisition of TeraLogics, LLC and the signing of a definitive agreement to acquire GATR Technologies, Inc. (GATR). The addition of TeraLogics and GATR will enhance Cubic’s stated strategy to expand its defense systems business by investing in a Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR) portfolio focused on secure and expeditionary communications, and ISR Processing, Exploitation and Dissemination (PED).
TeraLogics is a leading provider of real-time Full Motion Video PED for the Department of Defense, the intelligence community and commercial customers based in Ashburn, Virginia. The purchase price is $39 million, including $9 million of contingent consideration, and subject to other customary adjustments per the terms of the stock purchase agreement.
TeraLogics’ ability to develop real-time video analysis and delivery software for Full Motion Video is complementary to Cubic’s existing tactical communications portfolio, and establishes Cubic as a key player in the ISR Full Motion Video market. In addition, TeraLogics’ current customer base extends Cubic’s customer reach and ability to bid on new contracts and enables access to critical Programs of Record supporting expeditionary warfare. Cubic’s established international presence will benefit further from global demand for TeraLogics’ products.
Cubic also entered into a definitive agreement to acquire Huntsville, Alabama-based GATR, a manufacturer of next-generation deployable satellite communication terminal solutions. The purchase price is $232.5 million, including $7.5 million of contingent consideration, and subject to customary pre- and post-close adjustments. The closing of the GATR acquisition is subject to regulatory approval under Hart-Scott-Rodino and is expected in Cubic’s second fiscal quarter 2016.
GATR expands Cubic’s technology leadership in satellite communications (SATCOM) and networking applications. GATR’s line of portable, inflatable SATCOM and C4ISR terminals supports mission-critical requirements for tactical communications in harsh and forward or remote deployed environments. Its intellectual property portfolio for its award-winning antenna solutions is a clear differentiator and complementary to existing Cubic product lines from the recent DTECH LABS, Inc., acquisition. The combination of those existing products with GATR’s superior offering will enable a broader selection for SATCOM applications and expansion of sales to both domestic and international customers. GATR also brings strong relationships on key Programs of Record and contract vehicles in addition to strengthening Cubic’s customer reach to international emergency agencies/forces with global deployment requirements and to the overall communications industry worldwide.
“The acquisition of TeraLogics and GATR represents powerful next steps in achieving our C4ISR growth strategy as they expand our footprint in the C4ISR and SATCOM markets,” said Bradley H. Feldmann, president and chief executive officer of Cubic Corporation. “The transformation of Cubic Global Defense Systems is well under way with these acquisitions, coupled with the excellent performance from DTECH, which we acquired in fiscal year 2015. Having established a focused strategy in the C4ISR sector, we are working aggressively to build scale with increased shareholder returns in higher growth and higher margin markets.”
“We look forward to working with the TeraLogics and GATR leadership teams and employees,” said Mike Twyman, executive vice president, Communications, Intelligence and Surveillance Systems of Cubic Global Defense. “Their collective expertise, talent and innovative cultures will be an asset to Cubic, allowing us to better serve our customers.”
Cubic’s investments in its C4ISR portfolio, including DTECH, GATR, and TeraLogics, are anticipated to be accretive in fiscal year 2017.
Cubic Corporation will conduct a conference call on January 8, 2016 at 1:00 p.m. Eastern Time, where the company’s senior management team will make a brief presentation, followed by a question-and-answer session.
Conference Dial-In Information
Financial analysts and institutional investors interested in participating in the call are invited to dial:
- 877-407-9708 for domestic callers
- 201-689-8259 for international callers
Please dial-in approximately 10 minutes prior to the start of the call.
A live webcast of the conference call and presentation slides will be accessible on our website under the “Investor Relations” tab at www.cubic.com. Please visit the website at least 15 minutes prior to the call to register, download and install any streaming media software needed to listen to the webcast. A replay of the broadcast will be available on the Investor Relations tab of Cubic's website.
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About Cubic Corporation
Cubic Corporation designs, integrates and operates systems, products and services focused in the transportation, defense training and secure communications markets. As the parent company of two major business units, Cubic’s mission is to increase situational awareness and understanding for customers worldwide. Cubic Transportation Systems is a leading integrator of payment and information technology and services to create intelligent travel solutions for transportation authorities and operators. Cubic Global Defense is a leading provider of realistic combat training systems, secure communications and networking and highly specialized support services for military and security forces of the U.S. and allied nations. For more information about Cubic, please visit the company's website at www.cubic.com or on Twitter @CubicCorp.
This press release 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. Forward-looking statements include, among others, statements about Cubic’s growth strategy, the anticipated costs of the acquisitions, potential benefits to Cubic’s international presence, the timing of the closing of the GATR acquisition and potential broader selection for SATCOM applications and expansion of sales. 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 risks, estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in these statements, including, among others: Cubic’s ability to successfully integrate new companies into its business and to properly assess the effects of such integration on its financial condition; competition and technology changes in the industries in which Cubic does business; and Cubic’s ability to successfully develop, introduce and sell new products, systems and services in current and future markets. In addition, please refer to the risk factors contained in Cubic’s SEC filings available at www.sec.gov, including Cubic’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Because the risks, estimates, assumptions and uncertainties referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements, 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.