DuPont de Nemours, Inc. (NYSE:DD) entered into a definitive merger agreement to acquire Rogers Corporation (NYSE:ROG) for $5.3 billion on November 1, 2021. The transaction will be an all-cash transaction, under which Rogers' shareholders will receive $277 in cash per share, implying a purchase price of approximately $5.2 billion. Following the closing of the transaction, Rogers will be integrated into DuPont's Electronics & Industrial business unit. DuPont has committed financing in place for the acquisition of Rogers. On November 22, 2021, DuPont entered into a two-year senior unsecured committed term loan agreement of $5.2 billion (the "2021 Term Loan Facility"). The 2021 Term Loan Facility is intended to fund the transaction. DuPont plans on using a portion of the proceeds from the planned divestiture of a substantial portion of the Mobility & Materials segment to repay all intended debt financing related to Rogers. Rogers Corporation will operate as a wholly owned subsidiary of DuPont de Nemours. The merger agreement may be terminated in certain circumstances, pursuant to which Rogers Corporation will be required to pay DuPont a termination fee of $135 million. The agreement also provides that DuPont will be required to pay Rogers Corporation a reverse termination fee of $162.5 million under specified circumstances

The transaction is subject to customary closing conditions, including approval by Rogers' shareholders; the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and receipt of regulatory approvals. 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 Board of DuPont de Nemours also unanimously approved the agreement. Effective December 16, 2021, the waiting period under the HSR Act expired with respect to merger. As of January 25, 2022, Roger's shareholders have approved the acquisition. As of September 30, 2022, the parties have received all regulatory approvals required to consummate the merger except for approval, which remains pending, of the State Administration for Market Regulation of China ("SAMR"). The transaction is expected to close in the second quarter of 2022. As of January 25, 2022, the companies continue to expect that the transaction will close by the end of the second quarter of 2022. As of May 6, 2022, the acquisition is expected to close late in the second quarter or early in the third quarter of 2022. As of August 2, 2022, the transaction is expected to close during the third quarter of 2022. DuPont expects to realize approximately $115 million in pre-tax run-rate cost synergies by the end of 2023. DuPont expects the deal to be accretive to its top-line growth, operating EBITDA, free cash flow, and adjusted EPS upon closing.

J.P. Morgan Securities LLC served as exclusive financial advisor and provided fairness opinion to Rogers's Board while W. Andrew Jack, Kyle Rabe, David Martin, Mellissa Campbell Duru, Brent Little, James O' Connell, Scott Smith, Jack Wickham, Ansgar Simon, Sumaya Bouadi, Nigel L. Howard, Gregor Frizzell, and James Marshall of Covington & Burling LLP and Hinckley, Allen & Snyder LLP served as outside legal counsels to Rogers on the transaction. Innisfree M&A Inc. acted as proxy solicitor to Rogers with a service fee of $30,000. Charles Ruck and Christopher Drewry of Latham & Watkins acted as legal advisors to J.P. Morgan Securities LLC. Evercore Inc. (NYSE:EVR) acted as lead financial advisor, Goldman Sachs & Co. LLC acted as a financial advisor and provider of fully committed financing, and Brandon Van Dyke, Stephanie Teicher, David Rievman, Nathan Giesselman, Clifford Aronson and Frederic Depoortere of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to DuPont de Nemours. Roy Tannenbaum and Philip Richter from Fried, Frank, Harris, Shriver & Jacobson LLP acted as the legal advisor to DuPont de Nemours.

DuPont de Nemours, Inc. (NYSE:DD) cancelled the acquisition of Rogers Corporation (NYSE:ROG) on November 1, 2022. The transaction terminated as the companies have been unable to obtain timely clearance from all the required regulators. DuPont is paying Rogers a termination fee of $162.5 million.