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ROG > SEC Filings for ROG > Form 8-K on 24-Mar-2009All Recent SEC Filings

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Form 8-K for ROGERS CORP


24-Mar-2009

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry into a Material Definitive Agreement.

On March 23, 2009, Rogers Corporation (the "Registrant") entered into an Asset Purchase Agreement (the "Agreement") with MTI Global Inc. ("MTI Global"), a Canadian company publicly traded on the Toronto Stock Exchange (TSX: MTI) and its wholly-owned subsidiaries (the "Subsidiaries"), MTI Specialty Silicones Inc., a Delaware corporation, and MTI Leewood Germany GmbH, a corporation organized under laws of Germany. Under the Agreement, the Registrant, and/or its designated subsidiaries, has agreed to purchase, subject to satisfaction of certain conditions to closing described in the Agreement, substantially all of the assets of the Subsidiaries used in MTI Global's silicones business, including product lines, technology, and manufacturing equipment located at the Subsidiaries' Bremen, Germany, and Richmond, Virginia, USA plant sites. The aggregate purchase price for the purchased assets is US $7.4 Million. The parties expect the transaction to close in the second quarter of 2009.

As a condition to closing, US $650,000 of the aggregate purchase price will be placed into escrow to cover indemnification obligations, with US $150,000 to be released from escrow 90 days after the closing, and the remaining US $500,000 to be released from escrow 12 months following the closing. Additionally, the parties will enter into non-competition and non-solicitation and transitional services agreements, among other ancillary documents.

In a Press Release dated March 24, 2009, the Registrant announced the signing of the Agreement. A copy of the Registrant's Press Release is furnished herewith and attached hereto as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, dated March 24, 2009, issued by Rogers Corporation.


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