DuPont Cancels Agreement to Acquire Rogers

04.11.2022 - DuPont has terminated the agreement announced in November last year to acquire the outstanding shares of electronics materials specialist Rogers Corporation for $5.2 billion.

At the time, the former chemical giant said the purchase would expand its leading position in high growth markets such as electric vehicles, advanced driver assistance systems (ADAS), 5G telecommunications and clean energy.

Based in Chandler, Arizona, Rogers designs, develops, manufactures and sells high-performance and high-reliability engineered materials and components through its Advanced Electronics Solutions (AES) and Elastomeric Material Solutions (EMS) segments.

The transaction was expected to close in the second quarter of this year, subject to customary closing conditions, including approval by Rogers shareholders and receipt of applicable regulatory clearances.

While DuPont did not explicitly say where the holdup was, it had earlier pointed to China’s State Administration for Market Regulation (SAMR), as the last remaining instance.

The US group will now pay compatriot Rogers a previously agreed termination fee of $162.5 million. Rogers’s share price, already sagging, plunged 46% as the break-up plans were announced.

Many analysts said they were taken aback by DuPont’s move, especially as the companies could have extended the deadline. Some said it DuPont was unwilling to wait for the still outstanding approval by Chinese authorities, without knowing the reason.  Others suggested the delay could reflect geopolitical sensitivity about key technology sectors such as semiconductors, electric-vehicle batteries and artificial intelligence.

Barring that, a merger specialist told the Bloomberg news agency that the termination might be less about SAMR blocking a deal than DuPont using the delay to get out of a deal “struck in a very different environment.”

Even before the DuPont pullback rocked the market, the Bloomberg source noted, Roger’s shares were down 16% year-on-year, so that the price agreed at a considerable premium to the company’s value at the time, may have appeared too high.

Others remarked that DuPont, which will be flush with cash when it completes the sale of its Mobility and Materials (M&M) business to US-based plastics major Celanese for $11 billion, could have more attractive takeover targets in mind.  

The European Commission recently cleared the asset sale to Celanese after the Texas-based group agreed to sell DuPont’s global thermoplastic copolymer business – to Italy’s Taro Plast – to allay competition fears.

Author: Dede Williams, Freelance Journalist