Kenvue Inc. Material Event - Verified Summary

Event Description (what happened)

Kenvue, the company behind household names like Tylenol, Listerine, and Band-Aid, is set to join Kimberly-Clark Corporation. Kenvue shareholders overwhelmingly approved the acquisition, a crucial step that will integrate Kenvue's popular health and hygiene brands with Kimberly-Clark's portfolio, which includes Huggies and Kleenex. Once the deal concludes, Kenvue will no longer operate as an independent, publicly traded company. This significant vote, where approximately 95% of shares cast favored the merger, demonstrates strong shareholder confidence in the transaction, which began with the initial merger agreement announcement.

Event Date/Timeline

Shareholders cast their votes at a special meeting on January 29, 2024, with results confirming approval announced the same day. Kenvue and Kimberly-Clark initially announced their merger agreement on November 2, 2023. The companies expect the merger to close in the second quarter of 2024, pending standard regulatory approvals and other closing conditions.

Impact Assessment (who/what is affected)

This acquisition marks a significant development: Kenvue, recently spun off from Johnson & Johnson, will now become part of another major consumer goods company.

• For Kenvue: It will cease to be a standalone public company, and its well-known brands will integrate into Kimberly-Clark's portfolio.
• For Kimberly-Clark: This acquisition represents a significant expansion, adding a robust portfolio of health and personal care brands that complement its existing offerings. Kimberly-Clark expects the deal to create substantial value through enhanced market leadership, diversified product categories, and significant cost savings across supply chain, manufacturing, and research and development.
• Customers: Customers should not expect immediate changes to Kenvue products. Kimberly-Clark will make strategic decisions about brand management and marketing over time.
• Employees: Kenvue's employees will join the larger Kimberly-Clark organization. This integration process may shift company culture, management structures, and job roles.
• Investors/Traders: If you own Kenvue stock, you will receive $25.00 in cash for each share you hold upon the merger's closing. Kenvue will eventually delist from the stock exchange.

Financial Impact (if applicable)

Kimberly-Clark anticipates the acquisition will boost its adjusted earnings per share within the first year after closing. The company also expects the deal to generate significant cost savings across supply chain, manufacturing, and research and development. Kenvue shareholders will receive $25.00 in cash for each share held when the merger closes. Until then, the stock price will likely trade very close to this agreed acquisition price, reflecting the high probability of completion. However, it might trade at a slight discount, accounting for the time remaining and any minor, remaining risks.

Key Takeaways for Investors

• The merger is now highly likely to happen. With overwhelming shareholder approval, a major hurdle has been cleared, significantly reducing the risk of the deal failing.
• Kenvue stock will eventually stop trading independently. If you own Kenvue shares, you are entitled to $25.00 in cash for each share when the deal officially closes.
• The stock price might trade at a slight discount to the $25.00 acquisition price until the deal officially closes. This small difference typically accounts for the time remaining until closing and any minor, remaining regulatory risks.