John D. Thomas Vice President Finance/Treasurer July 28, 2003 CONFIDENTIAL Mr. Robert L. Collins ECC International, Inc. 2001 West Oak Ridge Road Orlando, FL 32809Indication of Interest • August 27th, 2003 • Cubic Corp /De/ • Measuring & controlling devices, nec
On June 26, 2003, Cubic and ECC entered into an Indication of Interest letter agreement. The second paragraph of that letter referred in Line 5 to a period of exclusivity in our arrangements which would last until August 1, 2003.
AGREEMENT AND PLAN OF MERGER among: CUBIC CORPORATION, a Delaware corporation; CDA ACQUISITION CORPORATION, a Delaware corporation; and ECC INTERNATIONAL CORP., a Delaware corporationMerger Agreement • August 27th, 2003 • Cubic Corp /De/ • Measuring & controlling devices, nec • Delaware
This Agreement and Plan of Merger ("Agreement") is made and entered into as of August 20, 2003, by and among: Cubic Corporation, a Delaware corporation ("Parent"); CDA Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub"); and ECC International Corp., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Exhibit A.
STOCKHOLDER TENDER AGREEMENTStockholder Tender Agreement • August 27th, 2003 • Cubic Corp /De/ • Measuring & controlling devices, nec • Delaware
THIS STOCKHOLDER TENDER AGREEMENT is entered into as of August 20, 2003, by and between CUBIC CORPORATION, a Delaware corporation ("Parent"), and ("Stockholder").
