About Cubic Corporation
Cubic is a market-leading, technology 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. Cubic Global Defense Systems is a leading provider of live, virtual, constructive and game-based training solutions for the U.S. and allied forces. 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 Mission Solutions provides networked Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR) capabilities for defense, intelligence, security and commercial missions. For more information about Cubic, please visit the company’s website at www.cubic.com or on Twitter @CubicCorp.
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Acquisition to expand Cubic’s market-leading position in next-generation intelligent transport solutions
SAN DIEGO – Oct. 24, 2018 – Cubic Corporation (NYSE: CUB) today announced that it has entered into an agreement to acquire Advanced Traffic Solutions Inc. (“Trafficware”), a leading provider of intelligent traffic solutions for the transportation industry, for approximately $235.7 million in cash, subject to customary adjustments. Based in Sugar Land, TX., Trafficware provides a fully integrated, innovative suite of software, Internet of Things (IoT) devices and hardware solutions that provide customers with enhanced mobility and improved safety. Trafficware will be integrated into the Cubic Transportation Systems (CTS) business unit. The acquisition is expected to close today, October 24, subject to customary closing conditions.
In fiscal year 2019, Trafficware is expected to contribute approximately $50 million in sales and $14 million to $15 million of Adjusted EBITDA. Cubic anticipates the transaction will be accretive to cash earnings per share in the first full year of operations, exclusive of transaction fees. Cubic will finance the transaction from borrowings under its revolver.
“Trafficware’s intelligent, data-rich intersection management technology, combined with Cubic’s existing transportation capabilities, will enhance our ability to offer compelling solutions to reduce urban congestion. This technology-driven acquisition of a leader in the transportation industry fits perfectly with our strategy to lead next‐generation intelligent traffic solutions that enable smart cars through smart infrastructure,” said Bradley H. Feldmann, chairman, president and chief executive officer of Cubic Corporation. “We welcome the Trafficware team to the Cubic family and are excited to add this growing intelligent transportation systems business to our portfolio.”
“This acquisition will strengthen Cubic’s NextCity strategy to solve the challenges of urban congestion through best-in-class solutions that optimize the use of transportation infrastructure and improve mobility for travelers,” said Matt Cole, president of CTS. “I look forward to realizing the synergies and benefits this acquisition will bring as we work with Trafficware’s strong management team to further develop Trafficware’s leading portfolio of solutions, integrate it with the Operations and Analytics pillar of our strategy, and give customers the benefits of Cubic’s broader solution portfolio.”
“As we continue to grow market share and move into larger agencies in the U.S. and abroad, Trafficware has faced the needs of multi-modal transportation. With Cubic’s leadership, particularly in transit, around the globe, we see many synergies with Cubic as we continue to aggressively grow our traffic management business organically and through acquisition,” said Jon Newhard, chief executive officer of Trafficware. “We are excited about joining Cubic as it is encouraging to be part of a company that shares our culture for innovation and absolute customer focus as well as our vision for building Smart Cities around the globe.”
As a company driving innovation in the traffic industry, Trafficware builds traffic management infrastructure for the next-generation of Smart Cities. Trafficware currently has the fastest-growing central management system in the transportation industry as well as adaptive traffic control technology; and most recently, Trafficware designed applications for the latest in Connected Vehicle technology for traffic signal systems. The company’s flagship Synchro® Studio suite helps improve traffic operations of all sizes and Trafficware’s Advanced Traffic Management System (ATMS) is used by more than 200 transportation authorities as the cornerstone of their central traffic management system.
A supplemental slide presentation is available on Cubic’s website at www.cubic.com/investor-relations/events-presentations.
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, statements regarding the expected closing of the acquisition, the integration of Trafficware into CTS, expected contributions of Trafficware to Cubic’s sales and Adjusted EBITDA in fiscal year 2019, expectations regarding the acquisition being accretive to Cubic’s cash earnings per share in the first full year of operations, Cubic’s 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 Cubic’s 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; Cubic’s ability to successfully develop, introduce and sell new products, systems and services in current and future markets; and those discussed in “Risk Factors” in Cubic’s annual report on Form 10-K for the year ended September 30, 2017 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.