Rogers Corporation announced that it has entered into a definitive merger agreement to be acquired by DuPont in an all-cash transaction that values Rogers at approximately $5.2 billion.
The transaction delivers substantial value to Rogers’ shareholders, who will receive $277 in cash per share, representing a 33 percent premium over Rogers’ closing share price on November 1, 2021, and a 46 percent premium to the one-month volume weighted average share price.
Following the closing of the transaction, Rogers will be integrated into DuPont’s Electronics & Industrial business unit. Rogers significant applications engineering, design expertise and deep customer relationships form a strong strategic fit with DuPont’s innovation capabilities and collaborative approach to solving the most complex customer challenges.
“Rogers is a recognized global leader in advanced materials solutions, and this combination with DuPont will help accelerate our long-term growth in EV/HEV, ADAS and other key markets,” stated Bruce D. Hoechner, Rogers' president and CEO. “The Rogers’ team has created a growth-focused organization built on a foundation of strong technology leadership and customer intimacy. Our combination with DuPont, a proven leader in technology-based materials, provides resources and support to allow Rogers to scale for success. Rogers is a natural fit with DuPont, and this combination will create an exciting next chapter for Rogers’ customers, employees and partners.”
“Rogers is a results-driven organization with excellent technical expertise and deep customer relationships that align well with DuPont’s leading innovation and applied material science capabilities,” said DuPont Executive Chairman and CEO Ed Breen. “The combination of Rogers with our Electronics & Industrial business further strengthens our market-leading portfolio and ability to bring new solutions to exciting end markets. We look forward to welcoming Rogers’ employees and working together to deliver essential innovations that help our customers and company grow.”
The Board of Directors of Rogers has unanimously approved the agreement with DuPont and recommends that the Rogers’ shareholders vote in favor of the transaction at the Special Meeting of Shareholders to be called in connection with the transaction.
The transaction is expected to close in the second quarter of 2022, subject to customary closing conditions, including approval by Rogers’ shareholders and receipt of regulatory approvals.
J.P. Morgan Securities LLC served as exclusive financial advisor to Rogers on the transaction; Covington & Burling LLP and Hinckley, Allen & Snyder LLP served as outside legal counsel.
For further information regarding all terms and conditions contained in the definitive merger agreement, please see Rogers’ Current Report on Form 8-K filed in connection with the transaction.
Third Quarter 2021 Financial Results
In a separate press release, Rogers today announced its financial results for the third quarter of 2021. The press release is available on the Investor Relations section of the Company’s website. As a result of the announced transaction with DuPont, Rogers has canceled its earnings conference call previously scheduled for November 4, 2021.