STOCK TITAN

Notifications

Limited Time Offer! Get Platinum at the Gold price until January 31, 2026!

Sign up now and unlock all premium features at an incredible discount.

Read more on the Pricing page

Kimberly-Clark to Acquire Kenvue, Creating a $32 Billion Global Health and Wellness Leader

Rhea-AI Impact
(Moderate)
Rhea-AI Sentiment
(Neutral)

Kimberly-Clark (NASDAQ: KMB) agreed to acquire Kenvue (NYSE: KVUE) in a cash-and-stock transaction valuing Kenvue at an enterprise value of approximately $48.7 billion (based on KMB close on Oct 31, 2025). The deal offers Kenvue shareholders $3.50 cash plus 0.14625 KMB shares (total $21.01 per KVUE share) and is expected to close in H2 2026, subject to approvals.

The combined company is projected to generate ~$32 billion revenue and ~$7 billion adjusted EBITDA in 2025, with anticipated run-rate synergies of $2.1 billion and $2.5 billion of one-time costs to capture them. Post-close ownership: ~54% KMB / 46% KVUE.

Kimberly-Clark (NASDAQ: KMB) ha accettato di acquisire Kenvue (NYSE: KVUE) tramite una transazione in contanti e azioni che valore Kenvue a una valore d’impresa di circa 48,7 miliardi di dollari (basato sulla chiusura di KMB del 31 ottobre 2025). L’offerta offre agli azionisti di Kenvue 3,50 dollari in contanti più 0,14625 azioni KMB (totale 21,01 dollari per azione KVUE) e si prevede che si chiuda nella seconda metà del 2026, soggetta alle approvazioni. L’azienda combinata dovrebbe generare circa 32 miliardi di dollari di ricavi e circa 7 miliardi di dollari di EBITDA rettificato nel 2025, con sinergie run-rate previste di 2,1 miliardi e 2,5 miliardi di costi una tantum per realizzarle. Proprietà post-chiusura: circa 54% KMB / 46% KVUE.

Kimberly-Clark (NASDAQ: KMB) acordó adquirir Kenvue (NYSE: KVUE) en una operación de efectivo y acciones que valora a Kenvue en un valor empresarial de aproximadamente $48.7 mil millones (basado en el cierre de KMB del 31 de octubre de 2025). El acuerdo ofrece a los accionistas de Kenvue $3.50 en efectivo más 0,14625 acciones de KMB (en total $21.01 por acción KVUE) y se espera que cierre en la segunda mitad de 2026, sujeto a aprobaciones. La empresa combinada se proyecta que genere aproximadamente $32 mil millones en ingresos y approx $7 mil millones de EBITDA ajustado en 2025, con sinergias anuales previstas de $2.1 mil millones y $2.5 mil millones de costos únicos para capturarlas. La propiedad tras el cierre será aproximadamente 54% KMB / 46% KVUE.

Kimberly-Clark (NASDAQ: KMB)Kenvue (NYSE: KVUE)를 현금 및 주식 거래로 인수하기로 합의했으며, 기업가치 약 478억 달러로 평가됩니다(2025년 10월 31일 KMB 종가를 기준으로). 거래는 Kenvue 주주에게 현금 3.50달러와 0.14625 KMB 주식를 제공하며(총 KVUE 주당 21.01달러), 2026년 하반기에 마무리될 것으로 예상되며 승인이 필요한 상황입니다.

합병된 회사는 2025년에 매출 약 320억 달러, 조정된 EBITDA 약 70억 달러를 창출할 것으로 예상되며, 이를 달성하기 위한 시너지 효과로 연간 21억 달러의 실현 가능성이 있고, 이를 달성하기 위한 일시적 비용으로 25억 달러가 소요될 예정입니다. 종결 후 소유 비율은 약 KMB 54% / KVUE 46%입니다.

Kimberly-Clark (NASDAQ : KMB) s’est accordée pour acquérir Kenvue (NYSE : KVUE) dans une opération en espèces et en actions évaluant Kenvue à une valeur d’entreprise d’environ 48,7 milliards de dollars (sur la base de la clôture de KMB le 31 octobre 2025). L’offre offre aux actionnaires de Kenvue 3,50 USD en espèces + 0,14625 actions KMB (au total 21,01 USD par action KVUE) et devrait être finalisée au deuxième semestre 2026, sous réserve des approbations. L’entreprise combinée devrait générer environ 32 milliards USD de revenus et environ 7 milliards USD d’EBITDA ajusté en 2025, avec des synergies annuelles prévues de 2,1 milliards USD et 2,5 milliards USD de coûts uniques pour les réaliser. Propriété post-clôture : environ 54 % KMB / 46 % KVUE.

Kimberly-Clark (NASDAQ: KMB) hat sich darauf geeinigt, Kenvue (NYSE: KVUE) in einer Bar- und Aktientransaktion zu übernehmen, die Kenvue mit einem Unternehmenswert von ca. 48,7 Milliarden USD bewertet (basierend auf dem Schlusskurs von KMB am 31. Oktober 2025). Der Deal bietet den Kenvue-Aktionären 3,50 USD in bar + 0,14625 KMB-Aktien (insgesamt 21,01 USD pro KVUE-Aktie) und soll voraussichtlich in der zweiten Hälfte von 2026 abgeschlossen werden, vorbehaltlich der Genehmigungen. Das kombinierte Unternehmen soll im Jahr 2025 ca. 32 Milliarden USD Umsatz und ca. 7 Milliarden USD EBITDA erzielen, mit erwarteten jährlichen Synergien von 2,1 Milliarden USD und 2,5 Milliarden USD an Einmalkosten zur Realisierung. Nach dem Abschluss ca. Eigentum: ca. 54% KMB / 46% KVUE.

Kimberly-Clark (NASDAQ: KMB) وافقت على الاستحواذ على Kenvue (NYSE: KVUE) من خلال صفقة نقدية–أسهمية تقيم Kenvue بنحو قيمة مؤسسة تبلغ حوالي 48.7 مليار دولار (استناداً إلى إغلاق KMB في 31 أكتوبر 2025). العرض يمنح مساهمي Kenvue 3.50 دولار نقداً بالإضافة إلى 0.14625 سهم من KMB (إجمالي 21.01 دولاراً للسهم KVUE) ومن المتوقع أن تتم الصفقة في النصف الثاني من 2026، رهناً بالموافقات. من المتوقع أن تولّد الشركة المدمجة حوالي 32 مليار دولار من الإيرادات وحوالي 7 مليارات دولار من EBITDA المعدل في 2025، مع توقع وجود تآزر دوري قدره 2.1 مليار دولار و 2.5 مليار دولار من تكاليف一次ية لالتقاطها. الملكية بعد الإغلاق: ~54% لـ KMB / 46% لـ KVUE.

Positive
  • Enterprise value of $48.7B for Kenvue
  • Combined 2025 net revenues ~$32B
  • Combined 2025 adjusted EBITDA ~$7B
  • Total run-rate synergies ~$2.1B
  • Immediate $6.8B upfront cash to Kenvue shareholders
Negative
  • One-time cash costs to realize synergies of $2.5B
  • Transaction subject to shareholder and regulatory approvals delaying close until H2 2026
  • Acquisition multiple ~14.3x LTM adjusted EBITDA before synergies

Insights

Kimberly-Clark's acquisition of Kenvue creates a large, cash-and-stock combined consumer health leader with stated synergies and near-term accretion.

Business mechanism: The transaction values Kenvue at 48.7 billion enterprise value and combines complementary consumer-health and personal-care portfolios into a pro forma company projecting ~32 billion in 2025 net revenues and ~7 billion adjusted EBITDA. Management cites total run-rate synergies of 2.1 billion, with identified 1.9 billion in cost synergies and 0.5 billion in revenue upside, and expects the deal to be accretive to adjusted EPS by year 2 while delivering 6.8 billion cash upfront to Kenvue shareholders.

Dependencies and risks: Realisation of the projected value rests explicitly on closing conditions (shareholder and regulatory approvals) and execution of cost and revenue synergies—cost synergies targeted within three years and revenue synergies within four years—and on management's plan to invest ~2.5 billion in cash costs over two years to capture those synergies. Integration complexity, regulatory review timelines, and the need to maintain a "robust credit profile" as stated create clear execution risk; those dependencies are explicitly disclosed in the announcement.

Near-term monitors and horizon: Watch for (1) shareholder votes and regulatory clearances required for closing in the second half of 2026, (2) confirmation of committed financing and details of the planned debt issuance, and (3) early reporting of synergy capture versus the stated timelines (cost synergies within three years, revenue synergies within four years). These items provide concrete milestone checks over the next 6–24 months.

Combines Highly Complementary and Strategically Aligned Consumer Offerings, Including 10 Iconic Billion-Dollar Brands, That Will Provide Preferred Solutions Through Every Stage of Life

Applies Kimberly-Clark's Proven Commercial Execution Playbook to Create a Best-in-Class Consumer-Driven Company

Accelerates Kenvue's Premier Consumer Health Portfolio and Strong Science-Backed Innovation, Supported by Talented Kenvue Team

Enhances Investment in Marketing, Innovation and R&D Capabilities to Strengthen Combined Company's Unique Advantages

Total Anticipated Run-Rate Synergies of $2.1 Billion; Expected to Be Accretive to Kimberly-Clark's Adjusted EPS By Year 2

Delivers Immediate Upfront Value to Kenvue Shareholders, with Opportunity to Participate in Significant Future Upside from Combined Value Creation

Companies to Host Joint Investor Conference Call Today at 8:00 AM ET

DALLAS and SUMMIT, N.J., Nov. 3, 2025 /PRNewswire/ -- Kimberly-Clark Corporation (NASDAQ: KMB), a global personal care leader, and Kenvue Inc. (NYSE: KVUE), a global consumer health leader, today announced an agreement under which Kimberly-Clark will acquire all of the outstanding shares of Kenvue common stock in a cash and stock transaction that values Kenvue at an enterprise value of approximately $48.7 billion, based on the closing price of Kimberly-Clark common stock on October 31, 2025. The total consideration represents an acquisition multiple of approximately 14.3x Kenvue's LTM adjusted EBITDA1 or 8.8x including expected run-rate synergies of $2.1 billion, net of reinvestment.

This transaction brings together two iconic American companies to create a combined portfolio of complementary products, including 10 billion-dollar brands, that touch nearly half the global population through every stage of life. The combined company, with teams of talented people around the globe, will harness a superior commercial engine – fueled by strategic customer partnerships, category-defining growth, industry-leading science and innovation, a differentiated digital model, best-in-class marketing and a culture of operating excellence – to unlock the full potential of the combination and better meet the evolving needs of consumers. 

"We are excited to bring together two iconic companies to create a global health and wellness leader," said Mike Hsu, Kimberly-Clark Chairman and Chief Executive Officer. "Kenvue is uniquely positioned at the intersection of CPG and healthcare, with exceptional talent and a differentiated brand offering serving attractive consumer health categories. With a shared commitment to developing science and technology to provide extraordinary care, we will serve billions of consumers across every stage of life.

"Over the last several years, Kimberly-Clark has undertaken a significant transformation to pivot our portfolio to higher-growth, higher-margin businesses while rewiring our organization to work smarter and faster. We have built the foundation and this transaction is a powerful next step in our journey. We look forward to working with the Kenvue team to bring these companies together, and are confident that we will drive significant value for our combined shareholders," continued Hsu.

Larry Merlo, Kenvue Chair of the Board, added, "Following the Board's comprehensive review of strategic alternatives for Kenvue, we are pleased to have reached this agreement with Kimberly-Clark that delivers significant upfront value for our shareholders and substantial upside potential through ownership in the combined company. Bringing together Kenvue and Kimberly-Clark creates a uniquely positioned global leader in consumer health with a broader range of new growth opportunities ahead. We are excited about this next chapter for Kenvue and confident this combination represents the best path forward for our shareholders and all other stakeholders."

"Our combination with Kimberly-Clark unites two highly complementary portfolios filled with iconic, beloved brands and everyday essentials that people trust and count on throughout their lives," said Kirk Perry, Chief Executive Officer of Kenvue. "Our teams share a passion for delivering science-backed solutions that play a meaningful role in homes and communities around the world. Together, our combined strengths, expanded capabilities and resources, and broader reach will empower us to innovate even faster and strengthen our category leadership. We truly believe this transaction with Kimberly-Clark will bring greater value to our shareholders, create new and different potential growth opportunities for our talented employees and deliver even more benefits to our customers and consumers."

Compelling Strategic Benefits

  • Serves consumers at every stage of life with iconic brands. The transaction will enhance the combined company's exposure to key categories that are positioned to benefit from secular growth trends as consumers increasingly prioritize health and wellness.

  • Provides exceptional complementarity across categories and geographies to drive growth and address unmet consumer needs. With a broader product range and greater reach, the combined company will be a global health and wellness leader. The combination will maximize both companies' complementary strengths to accelerate global growth.

  • Harnesses Kimberly-Clark's commercial activation engine and go-to-market playbook to accelerate growth. With a proven playbook combining consumer-directed innovation and award-winning creative and social commerce expertise, Kimberly-Clark is driving category premiumization in key high-growth geographies.

  • Applies Kenvue's strong science-backed innovation and healthcare professional network. This combination will apply Kenvue's leading innovation, strengths in key geographies and unique relationships with healthcare professionals, including dermatologists, dentists and pediatricians to enhance the combined platform.

  • Enhances investments in R&D, quality and innovation capabilities to further improve the lives of billions, every day. With science as its competitive advantage, the combined company will have a best-in-class R&D team with significant incremental investment, and the scale and resources needed to create innovative solutions to serve consumers' unmet needs.

Powerful Financial Algorithm to Deliver Significant Value for Combined Shareholders

  • Attractive financial profile. Based on current projections, the combined company would generate 2025 annual net revenues of approximately $32 billion and approximately $7 billion of adjusted EBITDA. Strong execution and synergy realization will position the combined company to achieve an industry-leading growth and financial profile. Kimberly-Clark is committed to maintaining a robust credit profile consistent with its current rating, with significant financial flexibility to drive strategic capital investment for long-term growth.

  • Clear path to strong cost and revenue synergies. Kimberly-Clark and Kenvue have identified approximately $1.9 billion in cost synergies and approximately $500 million in incremental profit from revenue synergies, partially offset by reinvestment of approximately $300 million. The cost synergies are expected to be captured in the first three years following closing, and the revenue synergies are expected to be captured within four years post close. Kimberly-Clark expects $2.5 billion of cash costs to achieve these synergies, invested within the first two years post close.

  • Compelling value creation for all shareholders. The transaction is expected to deliver immediate value creation to Kenvue shareholders from $6.8 billion in upfront cash consideration. The enhanced financial profile of the pro forma company is expected to deliver compelling value to all shareholders. The total consideration represents an acquisition multiple of approximately 14.3x Kenvue's LTM adjusted EBITDA2 or 8.8x including expected run-rate synergies of $2.1 billion, net of reinvestment.

Transaction and Financial Details

Under the terms of the agreement, which has been unanimously approved by each company's Board of Directors, Kenvue shareholders will receive $3.50 per share in cash as well as 0.14625 Kimberly-Clark shares for each Kenvue share held at closing, for a total consideration to Kenvue shareholders of $21.01 per share, based on the closing price of Kimberly-Clark shares as of October 31, 2025. Upon closing of the transaction, current Kimberly-Clark shareholders are expected to own approximately 54% and current Kenvue shareholders are expected to own approximately 46% of the combined company on a fully diluted basis.

As part of the transaction, Kimberly-Clark has received committed financing from JPMorgan Chase Bank, N.A. and intends to fund the cash component of the transaction consideration through a combination of cash from its balance sheet, proceeds from new debt issuance, and proceeds from the previously announced sale of a 51% interest in its International Family Care and Professional ("IFP") business.

The transaction is expected to close in the second half of 2026, subject to the receipt of Kenvue and Kimberly-Clark shareholder approvals, regulatory approvals and satisfaction of other customary closing conditions. As part of Kimberly-Clark's evaluation of this transaction, the Company carefully considered all risks and opportunities, working with some of the world's foremost scientific, regulatory, legal and other experts.

Leadership, Governance and Headquarters

Mike Hsu will be the Chairman and CEO of the combined company. At closing, three members of the Kenvue Board will join the Kimberly-Clark Board. The combined company will maintain Kimberly-Clark's headquarters in Irving, Texas and continue to have a significant presence in Kenvue's locations. 

Conference Call and Webcast

Kimberly-Clark and Kenvue will hold a joint conference call and audio webcast today at 8:00 a.m. ET to discuss the transaction.

To access the listen-only webcast and view presentation slides, please register at https://event.choruscall.com/mediaframe/webcast.html?webcastid=3MpOMYvG. At the conclusion of the call, a replay of the broadcast will be available at this link and at Kimberly-Clark and Kenvue's investor relations websites for up to one year.

The live broadcast and associated presentation materials will also be available at the investor relations section of the Kimberly-Clark website and Kenvue's investor relations site at investors.kenvue.com. Information will also be available at LeadingHealthAndWellness.com, a new joint website dedicated to the transaction.

Advisors

PJT Partners LP and J.P. Morgan Securities LLC are serving as financial advisors to Kimberly-Clark, and Kirkland & Ellis LLP is serving as legal counsel. Gibson Dunn & Crutcher LLP and Arnold & Porter Kaye Scholer LLP are advising Kimberly-Clark on certain legal and healthcare regulatory matters. McKinsey & Company also advised Kimberly-Clark in this transaction.

Centerview Partners LLC and Goldman Sachs & Co. LLC are serving as financial advisors to Kenvue, and Cravath, Swaine & Moore LLP is serving as legal counsel.

Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to both companies.

About Kimberly-Clark

Kimberly-Clark (NASDAQ: KMB) and its trusted brands are an indispensable part of life for people in more than 175 countries and territories. Our portfolio of brands, including Huggies, Kleenex, Scott, Kotex, Cottonelle, Poise, Depend, Andrex, Pull-Ups, Goodnites, Intimus, Plenitud, Sweety, Softex, Viva and WypAll, hold No. 1 or No. 2 share positions in approximately 70 countries. Our company's purpose is to deliver Better Care for a Better World. We are committed to using sustainable practices designed to support a healthy planet, build strong communities, and enable our business to thrive for decades to come. To keep up with the latest news and learn more about the company's more than 150-year history of innovation, visit the Kimberly-Clark website.

About Kenvue

Kenvue Inc. is the world's largest pure-play consumer health company by revenue. Built on more than a century of heritage, our iconic brands, including Aveeno®, BAND-AID® Brand, Johnson's®, Listerine®, Neutrogena® and Tylenol®, are science-backed and recommended by healthcare professionals around the world. At Kenvue, we realize the extraordinary power of everyday care. Our teams work every day to put that power in consumers' hands and earn a place in their hearts and homes. Learn more at www.kenvue.com.

Important Information for Investors and Stockholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

This communication may be deemed to be solicitation material in respect of the proposed transaction between Kimberly-Clark and Kenvue. In connection therewith, Kimberly-Clark and Kenvue intend to file relevant materials with the Securities and Exchange Commission (the "SEC"), including, among other filings, a Kimberly-Clark registration statement on Form S-4 in connection with the proposed issuance of shares of Kimberly-Clark's common stock pursuant to the proposed transaction that will include a joint proxy statement of Kimberly-Clark and Kenvue that also constitutes a prospectus of Kimberly-Clark, and a definitive joint proxy statement/prospectus, which, after the registration statement is declared effective by the SEC, will be mailed to stockholders of Kimberly-Clark and Kenvue seeking their approval of their respective transaction-related proposals. INVESTORS AND STOCKHOLDERS OF KIMBERLY-CLARK AND KENVUE ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS AND OTHER DOCUMENTS IN THEIR ENTIRETY THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE PARTIES TO THE PROPOSED TRANSACTION AND ANY SOLICITATION. This communication is not a substitute for the registration statement, the joint proxy statement/prospectus or any other document that Kimberly-Clark or Kenvue may file with the SEC and send to its stockholders in connection with the proposed transaction. Investors and stockholders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by Kimberly-Clark or Kenvue through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Kimberly-Clark will be available free of charge on Kimberly-Clark's website at kimberly-clark.com under the tab "Investors" and under the heading "Financial" and subheading "SEC Filings." Copies of the documents filed with the SEC by Kenvue will be available free of charge on Kenvue's website at kenvue.com under the tab "Investors" and under the heading "Financials & reports" and subheading "SEC filings."

Certain Information Regarding Participants

Kimberly-Clark, Kenvue, and their respective directors and executive officers and certain other members of management and employees may be considered participants in the solicitation of proxies from the stockholders of Kimberly-Clark and Kenvue in connection with the proposed transaction. Information about the directors and executive officers of Kimberly-Clark is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 13, 2025, its proxy statement for its 2025 annual meeting, which was filed with the SEC on March 10, 2025, and its Current Report on Form 8-K, which was filed with the SEC on May 6, 2025. Information about the directors and executive officers of Kenvue is set forth in its Annual Report on Form 10-K for the year ended December 29, 2024, which was filed with the SEC on February 24, 2025, its proxy statement for its 2025 annual meeting, which was filed with the SEC on April 9, 2025, and its Current Reports on Form 8-K, which were filed with the SEC on May 8, 2025, June 24, 2025, July 14, 2025, and November 3, 2025. To the extent holdings of Kimberly-Clark's or Kenvue's securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC, including the Initial Statements of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 or Annual Statements of Beneficial Ownership on Form 5 filed with the SEC on: 5/2/2025, 5/2/2025, 5/2/2025, 5/2/2025, 5/2/2025, 5/2/2025, 5/2/2025, 5/2/2025, 5/2/2025, 5/2/2025, 5/27/2025, 5/27/2025, 5/27/2025, 5/27/2025, 5/27/2025, 5/27/2025, 5/27/2025, 5/27/2025, 6/2/2025, 6/4/2025, 8/1/2025, 8/1/2025, 8/4/2025, 9/10/2025, 9/24/2025, 10/1/2025, 10/1/2025, 10/1/2025, 10/1/2025, 10/3/2025 and 10/7/2025. Additional information about the directors and executive officers of Kimberly-Clark and Kenvue and other information regarding the potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, which may, in some cases, be different than those of Kimberly-Clark's stockholders or Kenvue's stockholders generally, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at http://www.sec.gov and from Kimberly-Clark's or Kenvue's website as described above.

Cautionary Statement Regarding Forward-Looking Statements

Certain matters contained in this communication, including projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on Kimberly-Clark's and Kenvue's business and future financial and operating results and prospects, the amount and timing of synergies from the proposed transaction, the terms and scope of the expected financing in connection with the proposed transaction, the aggregate amount of indebtedness of the combined company following the closing of the proposed transaction, expectations regarding cash flow generation and the post-closing capital structure, growth initiatives, innovations, marketing and other spending, net sales, anticipated currency rates and exchange risks, effective tax rate and other contingencies in connection with the proposed transaction, and the closing date for the proposed transaction, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and are based upon the current expectations and beliefs of the management of Kimberly-Clark and Kenvue concerning future events impacting Kimberly-Clark and Kenvue and are qualified by the inherent risks and uncertainties surrounding future expectations generally. There can be no assurance that these future events will occur as anticipated or that our results will be as estimated. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Kimberly-Clark's and Kenvue's control. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update them. Some of these forward-looking statements can be identified by words like "anticipate," "approximately," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "outlook," "plan," "potential," "possible," "predict," "project," "target," "seek," "should," "will," or "would," the negative of these words, other terms of similar meaning or the use of future dates.

The assumptions used as a basis for the forward-looking statements include many estimates that depend on many factors outside of Kimberly-Clark's or Kenvue's control, including, but not limited to, risks and uncertainties around the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the merger agreement, the risk that the conditions to the completion of the proposed transaction (including stockholder and regulatory approvals) are not satisfied in a timely manner or at all, the possibility that competing offers or transaction proposals may be made, the risks arising from the integration of the Kimberly-Clark and Kenvue businesses, the uncertainty of rating agency actions, the risk that the anticipated benefits and synergies of the proposed transaction may not be realized when expected or at all and that the proposed transaction may not be completed in a timely manner or at all, the risk of unexpected costs or expenses resulting from the proposed transaction, the risk of litigation related to the proposed transaction, including resulting expense or delay, the risks related to disruption to ongoing business operations and diversion of management's time as a result of the proposed transaction, the risk that the proposed transaction may have an adverse effect on the ability of Kimberly-Clark and Kenvue to retain key personnel, customers and suppliers, the risk that the credit ratings of the combined company declines following the proposed transaction, the risk that the announcement or the consummation of the proposed transaction has a negative effect on the market price of the capital stock of Kimberly-Clark and Kenvue or on Kimberly-Clark's and Kenvue's operating results, the risk of product liability litigation or government or regulatory action, including related to product liability claims, the risk of product efficacy or safety concerns resulting in product recalls or regulatory action, risks relating to inflation and other economic factors, such as interest rate and currency exchange rate fluctuations, government trade or similar regulatory actions (including current and potential trade and tariff actions and other constraints on trade affecting the countries where Kimberly-Clark or Kenvue operate and the resulting negative impacts on our supply chain, commodity costs, and consumer spending), natural disasters, acts of war, terrorism, catastrophes, pandemics, epidemics, or other disease outbreaks, the prices and availability of Kimberly-Clark's or Kenvue's raw materials, manufacturing difficulties or delays or supply chain disruptions, disruptions in the capital and credit markets, counterparty defaults (including customers, suppliers and financial institutions with which Kimberly-Clark or Kenvue do business), impairment of goodwill and intangible assets and projections of operating results and other factors that may affect impairment testing, changes in customer preferences, severe weather conditions, regional instabilities and hostilities, potential competitive pressures on selling prices for Kimberly-Clark and Kenvue products, energy costs, general economic and political conditions globally and in the markets in which Kimberly-Clark and Kenvue do business (including the related responses of consumers, customers and suppliers on sanctions issued by the U.S., the European Union, Russia or other countries), the ability to maintain key customer relationships, competition, including technological advances, new products, and intellectual property attained by competitors, challenges inherent in new product research and development, uncertainty of commercial success for new and existing products and digital capabilities, challenges to intellectual property protections including counterfeiting, the ability of Kimberly-Clark and Kenvue to successfully execute business development strategy and other strategic plans, changes to applicable laws and regulations and other requirements imposed by stakeholders, as well as changes in behavior and spending patterns of consumers, could affect the realization of these estimates.

Additional information and factors concerning these risks, uncertainties and assumptions can be found in Kimberly-Clark's and Kenvue's respective filings with the SEC, including the risk factors discussed in Kimberly-Clark's and Kenvue's most recent Annual Reports on Form 10-K, as updated by their Quarterly Reports on Form 10-Q and future filings with the SEC. Forward-looking statements included herein are made only as of the date hereof and neither Kimberly-Clark nor Kenvue undertakes any obligation to update any forward-looking statements, or any other information in this communication, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.

Important Note about Combined and Non-GAAP Financial Information

The projected financial information for the combined businesses of Kimberly-Clark and Kenvue is based on management's estimates, assumptions and projections and has not been prepared in conformance with the applicable requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. This information is provided for illustrative purposes only and should not be considered in isolation from, or as a substitute for, the historical financial statements of Kimberly-Clark or Kenvue. Various factors could cause actual future results to differ materially from those currently estimated by management, including, but not limited to, the risks described above and in each of Kimberly-Clark's and Kenvue's respective filings with the SEC.

This communication also includes certain financial measures not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"), such as net revenue, adjusted EBITDA, free cash flow and estimates of cost and revenue synergies. Non-GAAP financial measures have limitations as an analytical tool and are not meant to be considered in isolation from, or as a substitute for, the comparable GAAP measures. There are limitations to non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies due to potential differences in methods of calculation and items being excluded. Kimberly-Clark and Kenvue caution you not to place undue reliance on these non-GAAP financial measures.

Contacts

Kimberly-Clark

Investor Relations:
Christopher Jakubik, CFA
KC.InvestorRelations@kcc.com 

Media Relations:
Kyrsten Aspegren
media.relations@kcc.com 

Kenvue

Investor Relations:
Sofya Tsinis
Kenvue_IR@kenvue.com 

Media Relations:
Melissa Witt
media@kenvue.com 

[KMB-F] [KMB-C]

1 As of the third quarter 2025
2 As of the third quarter 2025

 

 

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/kimberly-clark-to-acquire-kenvue-creating-a-32-billion-global-health-and-wellness-leader-302602379.html

SOURCE Kimberly-Clark Corporation; Kenvue Inc.

FAQ

What is the total consideration per Kenvue share in Kimberly-Clark's offer on Nov 3, 2025?

Kenvue shareholders will receive $3.50 cash plus 0.14625 Kimberly-Clark shares, totaling $21.01 per share (based on KMB close Oct 31, 2025).

When is the Kimberly-Clark acquisition of Kenvue expected to close and what approvals are required?

The transaction is expected to close in second half of 2026, subject to Kenvue and Kimberly-Clark shareholder approvals, regulatory approvals, and customary closing conditions.

How large are the expected synergies from the KMB acquisition of KVUE and timing for realization?

Identified synergies total ~$2.1B run-rate; cost synergies ~$1.9B captured within three years and revenue synergies ~$500M within four years post-close.

How will ownership split after Kimberly-Clark acquires Kenvue?

Upon closing, current Kimberly-Clark shareholders are expected to own ~54% and current Kenvue shareholders ~46% of the combined company on a fully diluted basis.

What are the expected 2025 pro forma financials for the combined Kimberly-Clark and Kenvue?

The combined company is projected to generate approximately $32 billion in net revenues and about $7 billion in adjusted EBITDA for 2025.

How will Kimberly-Clark finance the cash portion of the deal announced Nov 3, 2025?

Kimberly-Clark intends to fund the cash component with a mix of balance-sheet cash, proceeds from new debt issuance, committed financing from JPMorgan, and proceeds from a prior 51% sale of its IFP business.
Kimberly-Clark Corp

NASDAQ:KMB

KMB Rankings

KMB Latest News

KMB Latest SEC Filings

KMB Stock Data

39.73B
331.09M
0.19%
81.99%
1.68%
Household & Personal Products
Converted Paper & Paperboard Prods (no Contaners/boxes)
Link
United States
IRVING