Release Date: 09/30/2022
WILMINGTON, Del. and CHANDLER, Ariz., September 30, 2022: 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.
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.
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.
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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Director, Investor Relations