Rogers Corporation ROG (“Rogers”), a global leader in engineered materials solutions, announced today that it has closed on the transaction to acquire Arlon, LLC, (“Arlon”) from Handy & Harman Ltd. HNH, previously announced on December 19, 2014, for approximately $157 million, subject to final net working capital and other adjustments.
Arlon is a leading global producer of high frequency circuit materials and engineered silicones that are a complementary strategic fit with Rogers' Printed Circuit Materials and High Performance Foams business segments.
Bruce D. Hoechner, President and CEO commented: “We are very pleased to formally welcome Arlon's employees to the Rogers team. This acquisition provides Rogers with unique growth and diversification opportunities for two of our strategic businesses and aligns well with both our long-term strategy to grow through selective acquisitions, as well as through organic growth. We are excited to begin our work with Arlon's team to expand our solutions and better serve our customers around the world.”
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 information reported by Handy & Harman Ltd. in Forms 10-K and 10-Q filed with the Securities and Exchange Commission). Rogers expects the transaction to be accretive to operating income in 2015, excluding the impact of purchase accounting and transaction costs.
A conference call to discuss the acquisition will be held today, Friday, January 23, 2015 at 10:00AM (Eastern Time).
A slide presentation will be made available prior to the start of the call. The slide presentation can be accessed under the investor relations sections of the Rogers Corporation website (www.rogerscorp.com/ir).
The Rogers participants in the conference call will be:
Bruce D. Hoechner, President and CEO
David Mathieson, Vice
President Finance and CFO
Robert C. Daigle, Senior Vice President
and CTO
A Q&A session will immediately follow management's comments.
To participate in the conference call, please call:
1-800-574-8929 | Toll-free in the United States | ||
1-973-935-8524 | Internationally | ||
There is no passcode for the live teleconference. |
For playback access, please call: 1-855-859-2056 or 1-404-537-3406 through 11:59PM (Eastern Time), Friday, January 30, 2015. The passcode for the audio replay is 65685726.
The call will also be webcast live in a listen-only mode. The webcast may be accessed through links available on the Rogers Corporation website at www.rogerscorp.com/ir. Replay of the archived webcast will be available on the Rogers website approximately two hours following the webcast.
About Rogers Corporation
Rogers Corporation 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.
Safe Harbor Statement
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 risks related to 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 Corporation
William J. Tryon,
860-779-4037
Director of Investor and Public Relations
FAX:
860-779-5509
william.tryon@rogerscorp.com
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