Rogers Announces Termination of Merger Agreement with DuPont
November 02 2022 - 04:25PM
Business Wire
Rogers Corporation (NYSE:ROG) (“Rogers”) today announced the
termination of its definitive merger agreement with DuPont de
Nemours, Inc. (“DuPont”). In connection with the termination of the
merger agreement, Rogers has received a regulatory termination fee
of $162.5 million from DuPont.
As previously disclosed, the merger agreement provided both
Rogers and DuPont with a right to terminate the merger agreement if
the merger had not closed on or before November 1, 2022.
Consummation of the merger was subject to various customary closing
conditions, including regulatory approval by the State
Administration for Market Regulation of China (“SAMR”). As of
November 1, 2022, the parties had not received regulatory approval
from SAMR.
Peter C. Wallace, Rogers’ Board Chair, stated, “While we are
disappointed with the outcome of this process, the strength of
Rogers as a standalone business is undeniable. Our strategic plan
provides a clear path towards future growth, and we look forward to
expanding upon our leadership position and capitalizing on the many
attractive opportunities ahead. We’ve always been focused on
generating shareholder value and remain dedicated to this important
objective on the journey ahead.”
Bruce D. Hoechner, Rogers’ President and CEO, said, “Rogers has
continued to perform well and grow revenue in a challenging
macroeconomic environment over the past year, and as we pivot to
the future, we will continue to execute our proven strategy to
create sustainable value for our shareholders and other
stakeholders. We remain confident that we can double our annual
revenues over the next five years and return profitability back to
historic levels as market conditions improve. We are entering this
next chapter in a position of strength, as an industry leader
innovating across fast-growing markets, with a clear and robust
pipeline of opportunities and widespread customer enthusiasm about
our offerings and value proposition.”
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 regarding 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. 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 or
risks arising from the DuPont Merger; 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. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221102006108/en/
Media: Amy Kweder Director, Corporate Communications
480.203.0058 amy.kweder@rogerscorporation.com
Jim Barron/Jared Levy/Leah Polito FGS Global 212.687.8080 /
310.201.2040 rogerscorporation@fgsglobal.com
Rogers Investors: Steve Haymore Director, Investor
Relations 480.917.6026 stephen.haymore@rogerscorporation.com
Rogers (NYSE:ROG)
Historical Stock Chart
From Feb 2023 to Mar 2023
Rogers (NYSE:ROG)
Historical Stock Chart
From Mar 2022 to Mar 2023