Global engineered materials and components manufacturer Rogers Corp. (ROG:NYSE) today announced that it has "entered into a definitive merger agreement to be acquired by DuPont (DD:NYSE) in an all-cash transaction that values the company at approximately $5.2 billion."
Under the terms of the agreement, Rogers' shareholders are to receive $277.00 per share in cash. The company noted that the price represents a premium of 33% premium over Rogers' closing share price on November 1, 2021.
The firm indicated that Rogers' entire operations will become part of DuPont's Electronics & Industrial business unit after the acquisition is finalized.
The company's President and CEO Bruce D. Hoechner commented, "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…Our combination with DuPont, a proven leader in technology-based materials, provides resources and support to allow Rogers to scale for success."
DuPont's Executive Chairman and CEO Ed Breen remarked, "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…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."
Rogers Corp. stated that its Board of Directors has already unanimously approved the offer from DuPont and recommends that the firm's stockholders vote in favor of the cash buyout. The report advised that the transaction is expected to close in Q2/22, subject to shareholder approval, ordinary closing conditions regulatory approval.
In a separate news release today, Rogers Corp. reported financial results for the third quarter of 2021 ended September 30, 2021.
The company reported that net sales in Q3/21 increased by 1.4% to $238.3 million, compared to $234.9 million in Q2/21 and were up 18.03% versus $201.9 million in Q3/20. The firm stated that the sequential increase of Q2/21 was due to record sales in its EMS business unit which grew by 9.6% and that revenues increased in all of the firm's markets, led by EV/HEV and portable electronics.
President and CEO Hoechner stated that "Rogers' strong position in the burgeoning EV/HEV markets was again evident in our third quarter results, despite some near-term supply chain challenges…the underlying, long-term strength of the EV/HEV and ADAS markets coupled with broad customer enthusiasm for our materials solutions bolsters the opportunity we see to double our revenues over the next five years."
Rogers advised that during Q3/21, GAAP earnings per diluted share were $1.33, versus $1.52 in Q2/21 and $0.37 in Q3/20. The company added that on an adjusted non-GAAP basis, earnings in Q3/21 were $1.64 per diluted share compared to $1.72 and $1.45 per diluted share, respectively in Q2/21 and Q3/20.
The company advised that due to the newly signed agreement with DuPont, it has elected to cancel its regular quarterly earnings call scheduled for Thursday, November 4, 2021, and will not be offering any forward financial guidance for Q4/21.
Rogers Corporation is headquartered in Chandler, Ariz., and is a designer, developer, manufacturer and seller of engineered materials and components. The firm stated that "its 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." The company manufactures its products in the U.S., Belgium, China, Germany, Hungary, Japan and Korea.
DuPont's Electronics & Industrial business division provides technology-based materials and solutions for the construction, electronics, healthcare, transportation water and worker safety markets.
Rogers Corp. started off the day with a market cap of around $3.9 billion with approximately 18.7 million shares outstanding and a short interest of about 1.7%. ROG shares opened more than 30% higher today at $271.92 (+$63.69, +30.59%) over yesterday's $208.23 closing price and reached a new 52-week high price this morning of $272.01. The stock has traded today between $268.40 and $272.01 per share and is currently trading at $269.67 (+$61.44, +29.51%).
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