WILMINGTON, Del. and CHANDLER, Ariz., Sept. 30,
2022 /PRNewswire/ -- DuPont de Nemours, Inc. (NYSE:
DD) ("DuPont") and Rogers Corporation (NYSE: ROG) ("Rogers") today
provided the following update on regulatory approval of the pending
merger of Rogers and Cardinalis Merger Sub, Inc., a wholly owned
subsidiary of DuPont, which was previously expected to close in the
third quarter of 2022.
The parties have received all regulatory approvals required to
consummate the merger except for approval, which remains pending,
of the State Administration for Market Regulation of China ("SAMR"). At the request of SAMR, DuPont
recently withdrew and refiled with SAMR the notice of the parties'
planned merger. The parties continue to hold cooperative
discussions with SAMR with the aim of securing regulatory approval
of the planned merger. The parties continue to seek to close the
merger as soon as possible, subject to regulatory approval by SAMR
and the satisfaction of other customary closing conditions set
forth in the merger agreement.
As previously announced on November 2,
2021, Rogers entered into a definitive merger agreement to
be acquired by DuPont for $277.00 per
share in cash. Rogers' shareholders approved the merger agreement
at a special shareholder meeting held on January 25, 2022.
About DuPont
DuPont (NYSE: DD) is a global innovation leader with
technology-based materials and solutions that help transform
industries and everyday life. Our employees apply diverse science
and expertise to help customers advance their best ideas and
deliver essential innovations in key markets including electronics,
transportation, construction, water, healthcare and worker safety.
More information about the company, its businesses and solutions
can be found at www.dupont.com. Investors can access information
included on the Investor Relations section of the website at
investors.dupont.com.
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"), Rogers' 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
Rogers on the date of this release and are subject to risks,
uncertainties and other factors, many of which are outside of
Rogers' 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 stockholder litigation in connection with 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
Rogers' business, suppliers, customers, end users and economic
conditions generally; continuing disruptions to global supply
chains and Rogers' ability, or the ability of Rogers' suppliers, to
obtain necessary product components; failure to capitalize on,
volatility within, or other adverse changes with respect to Rogers'
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 Rogers maintains
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; Rogers' ability to develop innovative products and the
extent to which Rogers' products are incorporated into end-user
products and systems and the extent to which end-user products and
systems incorporating Rogers' products achieve commercial success;
the ability and willingness of Rogers' sole or limited source
suppliers to deliver certain key raw materials, including
commodities, to Rogers in a timely and cost-effective manner;
intense global competition affecting both Rogers' 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; Rogers'
ability to attract and retain management and skilled technical
personnel; Rogers' ability to protect Rogers' proprietary
technology from infringement by third parties and/or allegations
that Rogers' technology infringes third party rights; changes in
effective tax rates or tax laws and regulations in the
jurisdictions in which Rogers operates; failure to comply with
financial and restrictive covenants in Rogers' credit agreement or
restrictions on Rogers' operational and financial flexibility due
to such covenants; the outcome of ongoing and future litigation,
including Rogers' asbestos-related product liability litigation;
changes in environmental laws and regulations applicable to Rogers'
business; and disruptions in, or breaches of, Rogers' information
technology systems. Should any risks and uncertainties develop into
actual events, these developments could have a material adverse
effect on Rogers or the DuPont Merger. For additional information
about the risks, uncertainties and other factors that may affect
Rogers' business, please see Rogers' 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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SOURCE DuPont