On February 8, 2021, Cubic issued a press release announcing that it had entered into an Agreement and Plan of Merger dated February 7, 2021 (as amended on March 30, 2021, the “Merger Agreement”), pursuant to which Cubic will be acquired by Veritas Capital (“Veritas”) and Elliott Investment Management L.P. (“Elliott”) through Atlas CC Acquisition Corp. (“Parent”) and Atlas Merger Sub Inc.. Under the terms of the Merger Agreement, Cubic stockholders will receive $75.00 in cash for each share of Cubic common stock they own.

On March 26, 2021, Cubic filed a Schedule 14A Definitive Proxy Statement (as supplemented on April 5, 2021, the “Proxy Statement”) with the SEC. The Complaint alleges the Proxy Statement, which recommends that Cubic stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the data and inputs underlying the financial valuation analyses that support the fairness opinions provided by the Board’s financial advisors; and (ii) the potential conflicts of interest faced by Company insiders.