Combines Highly Complementary and Strategically Aligned Consumer Offerings, Including 10 Iconic Billion-Dollar Brands, That Will Provide Preferred Solutions Through Every Stage of Life
Enhances Investment in Marketing, Innovation and R&D Capabilities to Strengthen Combined Company’s Unique Advantages
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
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
Kimberly-Clark Corporation, a global personal care leader, and Kenvue Inc. 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.
