Rogers Corporation Signs Definitive Agreement to Acquire Arlon, LLC
19 December 2014 - 11:30PM
Business Wire
- Arlon is a leading global provider
of high frequency circuit materials and engineered
silicones
- Provides a strong strategic fit with
Rogers’ Printed Circuit Materials and High Performance Foams
business segments
- Expands Rogers capabilities in
rapidly growing markets
- Rogers expects the transaction to be
accretive to its earnings in the first twelve months following the
acquisition, excluding purchase accounting charges
Rogers Corporation (NYSE:ROG) (“Rogers” or the “Company”), a
global leader in engineered materials solutions, announced today it
has signed a definitive agreement to acquire Arlon, LLC, currently
owned by Handy & Harman Ltd. (NASDAQ:HNH), for $157 million,
subject to closing and post-closing adjustments. The transaction,
which is subject to regulatory clearances, is expected to close in
the first half of 2015. Rogers intends to finance the transaction
through a combination of cash and borrowings under an existing bank
credit facility.
Bruce Hoechner, President and Chief Executive Officer of Rogers
said, “This transaction is truly a unique strategic fit for both
Rogers and Arlon. We are energized by the opportunity to serve our
customers with our complementary capabilities and technologies in
circuit materials and engineered silicones and to enhance value for
our shareholders. We look forward to closing this acquisition as
another significant milestone in Rogers’ growth as a premier global
engineered materials solutions company.”
Arlon: A Strong, Strategic
Fit
The proposed acquisition of Arlon is consistent with Rogers’
strategy as it adds complementary solutions to its Printed Circuit
Materials and High Performance Foams business segments and expands
Rogers’ capabilities to serve a broader range of markets and
application areas.
Arlon’s circuit materials product family positions Rogers for
additional growth in the rapidly expanding telecommunications
infrastructure sector, as well as in the automotive, aerospace and
defense sectors. Arlon produces its circuit materials in Bear,
Delaware; Rancho Cucamonga, California; and Suzhou, China.
The engineered silicones product family of Arlon will further
diversify the Company’s solutions and market opportunities in
sealing and insulation applications. Arlon will bring new
capabilities in precision-calendered silicones, silicone-coated
fabrics and specialty extruded silicone tapes. Used primarily for
electrical insulation, these materials serve a wide range of high
reliability applications across many market segments, including
aviation, rail, power generation, semiconductor, foodservice,
medical and general industrial. This product family is primarily
manufactured in Bear, Delaware.
Revenue and operating income for the Arlon segment of Handy
& Harman Ltd. were $100.4 million and $16.7 million,
respectively, for the trailing twelve months ended September 30,
2014 (compiled based on amounts reported by Handy & Harman Ltd.
in Forms 10-K and 10-Q filed with the Securities and Exchange
Commission).
About Rogers Corporation
Rogers Corporation (NYSE:ROG) is a global leader in engineered
materials to power, protect, and connect our world. With more than
180 years of materials science experience, Rogers delivers
high-performance solutions that enable clean energy, internet
connectivity, advanced transportation and other technologies where
reliability is critical. Rogers delivers Power Electronics
Solutions for energy-efficient motor drives, vehicle
electrification and alternative energy; High Performance Foams for
sealing, vibration management and impact protection in mobile
devices, transportation interiors, industrial equipment and
performance apparel; and Printed Circuit Materials for wireless
infrastructure, automotive safety and radar systems. Headquartered
in Connecticut (USA), Rogers operates manufacturing facilities in
the United States, China, Germany, Belgium, Hungary, and South
Korea, with joint ventures and sales offices worldwide. For more
information, visit www.rogerscorp.com.
Cautionary Statements
Certain statements in this press release, including without
limitation those regarding the expected impact of the Arlon
acquisition on the Company’s earnings and business growth, may
constitute “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on management's expectations,
estimates, projections and assumptions. Words such as “expects,”
“anticipates,” “intends,” “believes,” “estimates,” “should,”
“target,” “may,” “project,” “guidance,” and variations of such
words and similar expressions are intended to identify such
forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties, and other factors that may
cause our actual results or performance to be materially different
from any future results or performance expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to, changing business, economic, and political conditions
both in the United States and in foreign countries, particularly in
light of the uncertain outlook for global economic growth,
particularly in several of our key markets; increasing competition;
the risk that the Arlon acquisition does not close, including as a
result of the failure to obtain regulatory approvals, or is
delayed; any difficulties in integrating the Arlon or other
acquired businesses into our operations and the possibility that
anticipated benefits of the Arlon or other acquisitions and
divestitures may not materialize as expected; delays or problems in
completing planned operational enhancements to various facilities;
our achieving less than anticipated benefits and/or incurring
greater than anticipated costs relating to streamlining initiatives
or that such initiatives may be delayed or not fully implemented
due to operational, legal or other challenges; changes in product
mix; the possibility that changes in technology or market
requirements will reduce the demand for our products; the
possibility of significant declines in our backlog; the possibility
of breaches of our information technology infrastructure; the
development and marketing of new products and manufacturing
processes and the inherent risks associated with such efforts and
the ability to identify and enter new markets; the outcome of
current and future litigation; our ability to retain key personnel;
our ability to adequately protect our proprietary rights; the
possibility of adverse effects resulting from the expiration of
issued patents; the possibility that we may be required to
recognize impairment charges against goodwill and non-amortizable
assets in the future; the possibility of increasing levels of
excess and obsolete inventory; increases in our employee benefit
costs could reduce our profitability; the possibility of work
stoppages, union and work council campaigns, labor disputes and
adverse effects related to changes in labor laws; the accuracy of
our analysis of our potential asbestos-related exposure and
insurance coverage; the fact that our stock price has historically
been volatile and may not be indicative of future prices; changes
in the availability and cost and quality of raw materials, labor,
transportation and utilities; changes in environmental and other
governmental regulation which could increase expenses and affect
operating results; our ability to accurately predict reserve
levels; our ability to obtain favorable credit terms with our
customers and collect accounts receivable; our ability to service
our debt; certain covenants in our debt documents could adversely
restrict our financial and operating flexibility; fluctuations in
foreign currency exchange rates; and changes in tax rates and
exposure which may increase our tax liabilities. Such factors also
apply to our joint ventures. We make no commitment to update any
forward-looking statement or to disclose any facts, events, or
circumstances after the date hereof that may affect the accuracy of
any forward-looking statements, unless required by law. Additional
information about certain factors that could cause actual results
to differ from such forward-looking statements include, but are not
limited to, those items described in our filings with the
Securities and Exchange Commission ("SEC"), including those in Item
1A, Risk Factors, of the Company's Form 10-K for the year ended
December 31, 2013 and subsequent SEC filings.
Please note that the reference above to revenue and operating
income for the Arlon segment of Handy & Harman Ltd. is, as
indicated, based solely on financial information reported in Handy
& Harman Ltd.’s SEC filings which Rogers has not independently
confirmed as accurate and complete or prepared in accordance with
generally acceptable accounting principles, as to which Rogers
disclaims any responsibility.
Investor Contact:Rogers
CorporationWilliam J. Tryon, 860-779-4037Director of Investor and
Public RelationsFax: 860-779-5509william.tryon@rogerscorp.com
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