UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
November
23, 2016
ROGERS
CORPORATION
(Exact
name of Registrant as specified in Charter)
|
Massachusetts |
1-4347 |
06-0513860 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
One Technology Drive, P.O. Box 188, Rogers, Connecticut 06263-0188 |
|
(Address of Principal Executive Offices and Zip Code) |
(860)
774-9605
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
|
Item 7.01 |
Regulation FD Disclosure |
On November 23, 2016, Rogers Corporation issued a press release announcing the acquisition of DeWAL Industries, LLC, a leading manufacturer of high performance polymer films and pressure sensitive adhesive tapes. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in Item 7.01 of this Form 8-K and the exhibit attached
hereto shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that section, nor shall they be deemed incorporated by reference in
any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
|
Item 9.01 |
Financial Statements and Exhibits. |
| (d) |
Exhibits |
|
Exhibit No. |
Description |
|
99.1 |
Press Release dated November 23, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ROGERS CORPORATION |
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By: |
/s/ Janice Stipp |
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Janice Stipp |
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Vice President, Finance and |
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Chief Financial Officer |
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Date: November 23, 2016 |
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Exhibit 99.1
Rogers Acquires DeWAL Industries
ROGERS, Conn.--(BUSINESS WIRE)--November 23, 2016--Rogers Corporation (NYSE:ROG), a global leader in engineered material solutions, announces the acquisition of DeWAL Industries, a leading manufacturer of high performance polymer films and pressure sensitive tapes. DeWAL’s business is highly complementary to Rogers’ Elastomeric Material Solutions business (“EMS”), enabling expansion into a close market adjacency, and increasing penetration into aerospace, electronics, and other attractive industrial verticals.
“The acquisition of DeWAL Industries represents an exciting step forward as we continue to execute on our longer-term growth strategy, which includes strategic, accretive acquisitions,” said Bruce Hoechner, president and chief executive officer of Rogers Corporation. “DeWAL is a strong strategic fit within our EMS high performance polyurethane and silicone materials business, expanding our portfolio to include PTFE and other materials for technologically advanced applications. DeWAL also shares a similar marketing approach and performance profile with our EMS business, and we believe that there are significant opportunities to expand its business by leveraging our existing operational and innovation capabilities. We are pleased to be adding DeWAL to the Rogers' team and look forward to a seamless integration.”
The transaction closed earlier today. Terms were not disclosed. Trailing twelve month revenues for DeWAL Industries were approximately $50 million, and Rogers’ expects DeWAL’s profitability to be comparable to EMS’ current product lines. The transaction is accretive to 2017 earnings per share.
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, and safety and protection applications,
as well as other technologies where reliability is critical. Rogers
delivers Power Electronics Solutions for energy-efficient motor drives,
e-Mobility and renewable energy; Elastomeric Material Solutions for
sealing, vibration management and impact protection in mobile devices,
transportation interiors, industrial equipment and performance apparel;
and Advanced Connectivity Solutions 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.
About DeWAL Industries
DeWAL Industries is a leading
manufacturer of polytetrafluoroethylene (“PTFE”), ultra-high molecular
weight polyethylene films (“UHMWPE”), pressure sensitive tapes and
specialty products for the industrial, aerospace, automotive, and
electronics markets. Its films are among the longest and widest splice
free lengths available. DeWAL’s headquarters is located in Narragansett,
Rhode Island, and it sells globally.
Safe Harbor Statement
This release contains
forward-looking statements, which may concern the company’s plans,
objectives, outlook, goals, strategies, future events, future net sales
or performance, capital expenditures, financing needs, 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 the
company’s control, which could cause actual results to differ materially
from the results discussed in the forward-looking statements. Risks that
could cause such results to differ include: volatility within the
Internet Connectivity, Clean Energy, and Safety and Protection
megatrends on which Rogers’ business is focused, as well as specific
market and industry trends within these megatrends; business, economic
and political conditions in the United States and abroad, particularly
in China, South Korea, Germany, Hungary and Belgium, where Rogers
maintains significant manufacturing, sales or administrative operations;
fluctuations in foreign currency exchange rates; research and
development efforts; competitive developments; business development
transactions, including mergers and acquisitions; the outcome of ongoing
and future litigation, including asbestos-related product liability
litigation; and changes in laws and regulations applicable to Rogers
business. For additional information about the risks, uncertainties and
other factors that may affect the company’s business, please see Rogers’
most recent annual report on Form 10-K and any subsequent quarterly
reports on Forms 10-Q filed with the Securities and Exchange Commission.
Rogers Corporation assumes no responsibility to update any
forward-looking statements contained herein except as required by law.
Additional Information
For additional information, please contact the Company directly, via email or visit the Rogers website.
Website: http://www.rogerscorp.com
CONTACT:
Rogers Corporation
Investor contact:
Jack
Monti, 860-779-4726
jack.monti@rogerscorporation.com