Rogers shareholders approve DuPont acquisition
CHANDLER, Ariz.–(BUSINESS WIRE)–Rogers Corporation (NYSE: ROG) announced that at a special meeting of shareholders held earlier today, its shareholders voted in favor of the previously announced acquisition of Rogers by DuPont de Nemours, Inc. ( NYSE: DD). Pursuant to the terms of the merger agreement, Rogers shareholders will receive $277.00 in cash for each share of the capital stock of Rogers held by them immediately prior to the merger becoming effective.
“We are delighted that Rogers shareholders have voted in favor of the impending acquisition by DuPont,” said Bruce D. Hoechner, President and CEO of Rogers. “Combining the electronics and industrial businesses of Rogers and DuPont will deliver compelling benefits to our customers and employees as together we leverage our strengths in innovation and advanced materials to bring new solutions to rapidly growing end markets such as electric and hybrid vehicles.
Final voting results will be reported in a Form 8-K filed by Rogers with the United States Securities and Exchange Commission.
As previously reported, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired. Completion of the transaction remains subject to the satisfaction of other customary closing conditions, including the receipt of certain non-US regulatory approvals. The companies continue to expect the transaction to close by the end of the second quarter of 2022.
About Rogers Corporation
Rogers Corporation (NYSE: ROG) is a global leader in engineered materials to power, protect and connect our world. Rogers offers innovative solutions to help our customers solve their toughest hardware problems. Rogers’ advanced electronic and elastomeric materials are used in applications for electric vehicles/hybrid vehicles, automotive security 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 around the world.
DuPont (NYSE: DD) is a global innovation leader with materials and technology solutions that help transform industries and everyday life. Our people apply diverse science and expertise to help customers advance their best ideas and deliver critical innovations in key markets such as electronics, transportation, construction, water, worker health and safety . For more information about the company, its activities and its solutions, visit www.dupont.com. Investors can access the information included in the Investor Relations section of the website at investor.dupont.com.
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 press release contains forward-looking statements regarding 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, expansion plans or intentions, business trends and other information that is not historical information. All forward-looking statements are based on information available to us as of the date of this release and are subject to risks, uncertainties and other factors, many of which are beyond our control, which could cause actual results actuals differ materially from those indicated by the forward-looking statements. Rogers’ actual future results could differ materially from Rogers’ current expectations due to risks and uncertainties inherent in its business and the risks associated with the merger with DuPont. These risks include, but are not limited to: uncertainties as to the timing and structure of the DuPont Merger; the possibility that various conditions to the closing of the transaction will not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the completion of the DuPont Merger; the risk that management’s time and attention will be diverted to transaction-related matters; the risk that Rogers may not be able to retain key personnel; the effects of disruptions caused by the transaction making it more difficult to maintain relationships with employees, customers, suppliers and other business partners; and the risk that shareholder litigation related to the DuPont Merger could result in significant defense, indemnification and liability costs. Other risks and uncertainties that could cause these results to vary include: the duration and impacts of the global novel coronavirus pandemic and efforts to contain its transmission and distribute vaccines, including the effect of these factors on our business, our suppliers, customers, end users and general economic conditions; the inability to take advantage of internal volatility or other adverse changes in the Company’s growth drivers, including advanced mobility and advanced connectivity, such as delays in the adoption or implementation of new technology; uncertain business, economic and political conditions in the United States (US) and abroad, particularly in China, South Korea, Germany, Hungary and Belgium, where we maintain significant manufacturing operations, sales or administration; trade policy dynamics between the United States and China reflected in trade agreement negotiations and the imposition of tariffs and other trade restrictions, including trade restrictions imposed 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 integrated 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 suppliers to deliver certain key raw materials, including commodities, to us on a timely and cost-effective basis; intense global competition affecting both our existing products and products under development; business interruptions due to disasters or other similar events, such as acts of God, war, terrorism or public health crises; failure to realize or delays in realizing the anticipated benefits of acquisitions and divestitures due to, among other things, the existence of unknown liabilities or difficulty in integrating acquired businesses; our ability to attract and retain qualified management and technical personnel; our ability to protect our proprietary technology against infringement by third parties and/or claims that our technology infringes the rights of third parties; changes in effective tax rates or tax laws and regulations in the jurisdictions in which we operate; failure to comply with the financial and covenants of our credit agreement or restrictions on our operational and financial flexibility due to such covenants; the outcome of pending and future litigation, including our asbestos product liability litigation; changes in environmental laws and regulations applicable to our business; and disruptions or breaches of our information technology systems. If risks and uncertainties materialize 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 could affect our business, please see our most recent Annual Report on Form 10-K and all subsequent reports filed with the Securities and Exchange Commission, including quarterly reports on Form 10-Q. Rogers Corporation assumes no responsibility to update the forward-looking statements contained herein, except as required by law.