Item 2.01 Completion of Acquisition or Disposition of Assets.
On
The aggregate cash purchase price paid to the equity holders of Pixia (other
than Cubic) in connection with the merger was
Cubic financed the transaction from cash on hand and existing credit facilities.
The foregoing description of the Merger and the Merger Agreement is qualified in
its entirety by reference to the Merger Agreement, which Cubic will file with
the
The representations and warranties of the parties contained in the Merger
Agreement have been made solely for the benefit of the parties to whom such
representations and warranties are made. In addition, such representations and
warranties (i) have been made only for purposes of the Merger Agreement,
(ii) have been qualified by confidential disclosures made to the applicable
party(ies) in connection with the Merger Agreement, (iii) are subject to
materiality qualifications contained in the Merger Agreement which may differ
from what may be viewed as material by investors, (iv) were made only as of the
date of the Merger Agreement or such other date as is specified in the Merger
Agreement and (v) have been included in the Merger Agreement for the purpose of
allocating risk between the contracting parties rather than establishing matters
as facts. Accordingly, the Merger Agreement will be filed only to provide
investors with information regarding the terms of the Merger Agreement, and not
to provide investors with any other factual information regarding Cubic, Pixia
or their businesses. Investors should not rely on the representations and
warranties or any descriptions thereof as characterizations of the actual state
of facts or condition of Cubic or Pixia. Moreover, information concerning the
subject matter of the representations and warranties may change after the date
of the Merger Agreement, which subsequent information may or may not be fully
reflected in our public disclosures. The Merger Agreement should not be read
alone, but should instead be read in conjunction with the other information
regarding Cubic and Pixia that is or will be contained in, or incorporated by
reference into, the Forms 10-K, Forms 10-Q and other documents that Cubic has
filed and may file with the
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the closing of the Merger is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.
As provided in General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
2 Forward-Looking Statements
Certain statements herein are "forward-looking statements". Such forward-looking
statements reflect Cubic's current expectations or beliefs concerning future
events and actual events may differ materially from historical results or
current expectations. Any such forward-looking statements are subject to various
risks and uncertainties, including other factors which are set forth in Cubic's
most recent Form 10-K for the fiscal year ended
3 Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The financial statements required by this item are not included in this filing.
The required financial statements will be filed not later than 71 calendar days
after
(d) List of Exhibits: 99.1 Cubic Corporation Press Release datedJanuary 6, 2020 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL 4
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