Rogers Issues Statement Regarding DuPont’s Notice of Termination of Merger Agreement
November 02 2022 - 6:00AM
Business Wire
Rogers Corporation (NYSE: ROG) today issued the following
statement in response to DuPont de Nemours, Inc.’s (“DuPont”)
notice of termination of the definitive merger agreement entered
into by Rogers and DuPont on November 1, 2021:
“Rogers is currently evaluating all options to determine the
best path forward in response to DuPont’s notice.
“Rogers remains an exceptional company, and the team continues
to execute on our successful growth strategy. Our strong
competitive position innovating across fast-growing markets,
including EV/HEV, is underscored by continuing design wins, broad
customer enthusiasm and a robust pipeline of opportunities.”
About Rogers Corporation
Rogers Corporation (NYSE:ROG) is a global leader in engineered
materials to power, protect and connect our world. Rogers delivers
innovative solutions to help our customers solve their toughest
material challenges. Rogers’ advanced electronic and elastomeric
materials are used in applications for EV/HEV, automotive safety
and radar systems, mobile devices, renewable energy, wireless
infrastructure, energy-efficient motor drives, industrial equipment
and more. Headquartered in Chandler, Arizona, Rogers operates
manufacturing facilities in the United States, Asia and Europe,
with sales offices worldwide.
Safe Harbor Statement
Statements included in this release that are not a description
of historical facts are forward-looking statements. Words or
phrases such as “believe,” “may,” “could,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,”
“should,” “would” or similar expressions are intended to identify
forward-looking statements, and are based on Rogers’ current
beliefs and expectations. This release contains forward-looking
statements, which concern the planned acquisition of Rogers by
DuPont de Nemours, Inc. (the “DuPont Merger”), our plans,
objectives, outlook, goals, strategies, future events, future net
sales or performance, capital expenditures, future restructuring,
plans or intentions relating to expansions, business trends and
other information that is not historical information. All
forward-looking statements are based upon information available to
us on the date of this release and are subject to risks,
uncertainties and other factors, many of which are outside of our
control, which could cause actual results to differ materially from
those indicated by the forward-looking statements. Rogers’ actual
future results may differ materially from Rogers’ current
expectations due to the risks and uncertainties inherent in its
business and risks relating to the DuPont Merger. These risks
include, but are not limited to: uncertainties as to the timing and
structure of the DuPont Merger; the possibility that various
closing conditions for the transaction may not be satisfied or
waived, including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the DuPont Merger;
the risk that management’s time and attention is diverted on
transaction related issues; the risk that Rogers is unable to
retain key personnel; the effects of disruptions caused by the
transaction making it more difficult to maintain relationships with
employees, customers, vendors and other business partners; and the
risk that litigation in connection with or arising from the DuPont
Merger may result in significant costs of defense, indemnification
and liability. Other risks and uncertainties that could cause such
results to differ include: the duration and impacts of the novel
coronavirus global pandemic and efforts to contain its transmission
and distribute vaccines, including the effect of these factors on
our business, suppliers, customers, end users and economic
conditions generally; continuing disruptions to global supply
chains and our ability, or the ability of our suppliers, to obtain
necessary product components; failure to capitalize on, volatility
within, or other adverse changes with respect to the Company's
growth drivers, including advanced mobility and advanced
connectivity, such as delays in adoption or implementation of new
technologies; uncertain business, economic and political conditions
in the United States (U.S.) and abroad, particularly in China,
South Korea, Germany, the United Kingdom, Hungary and Belgium,
where we maintain significant manufacturing, sales or
administrative operations; the trade policy dynamics between the
U.S. and China reflected in trade agreement negotiations and the
imposition of tariffs and other trade restrictions, including trade
restrictions on Huawei Technologies Co., Ltd. (Huawei);
fluctuations in foreign currency exchange rates; our ability to
develop innovative products and the extent to which our products
are incorporated into end-user products and systems and the extent
to which end-user products and systems incorporating our products
achieve commercial success; the ability and willingness of our sole
or limited source suppliers to deliver certain key raw materials,
including commodities, to us in a timely and cost-effective manner;
intense global competition affecting both our existing products and
products currently under development; business interruptions due to
catastrophes or other similar events, such as natural disasters,
war, including the ongoing conflict between Russia and Ukraine,
terrorism or public health crises; the impact of sanctions, export
controls and other foreign asset or investment restrictions;
failure to realize, or delays in the realization of anticipated
benefits of acquisitions and divestitures due to, among other
things, the existence of unknown liabilities or difficulty
integrating acquired businesses; our ability to attract and retain
management and skilled technical personnel; our ability to protect
our proprietary technology from infringement by third parties
and/or allegations that our technology infringes third party
rights; changes in effective tax rates or tax laws and regulations
in the jurisdictions in which we operate; failure to comply with
financial and restrictive covenants in our credit agreement or
restrictions on our operational and financial flexibility due to
such covenants; the outcome of ongoing and future litigation,
including our asbestos-related product liability litigation;
changes in environmental laws and regulations applicable to our
business; and disruptions in, or breaches of, our information
technology systems. Should any risks and uncertainties develop into
actual events, these developments could have a material adverse
effect on the Company or the DuPont Merger. For additional
information about the risks, uncertainties and other factors that
may affect our business, please see our most recent annual report
on Form 10-K and any subsequent reports filed with the Securities
and Exchange Commission, including quarterly reports on Form 10-Q.
Rogers Corporation assumes no responsibility to update any
forward-looking statements contained herein except as required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20221102005458/en/
Media Amy Kweder Director, Corporate Communications
Phone: 480.203.0058 Email: amy.kweder@rogerscorporation.com
Jim Barron/Jared Levy/Leah Polito FGS Global Phone: (212)
687-8080 / (310) 201-2040 Email:
rogerscorporation@fgsglobal.com
Investor: Steve Haymore Director, Investor Relations
Phone: 480.917.6026 Email:
stephen.haymore@rogerscorporation.com
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