Kimberly-Clark said it entered into an Agreement and Plan of Merger with Kenvue Inc. on November 2, 2025. Under the agreement, Kenvue will survive the First Merger as a direct wholly owned subsidiary of Kimberly-Clark, and immediately afterward, Kenvue will merge into Second Merger Sub as part of the same overall transaction.

1. 01

   Kimberly-Clark said it entered into an Agreement and Plan of Merger with Kenvue Inc. on November 2, 2025. Under the agreement, Kenvue will survive the First Merger as a direct wholly owned subsidiary of Kimberly-Clark, and immediately afterward, Kenvue will merge into Second Merger Sub as part of the same overall transaction.

2. 02

   Kimberly-Clark said the merger consideration for each Kenvue common share is 0.14625 Kimberly-Clark common shares (the Exchange Ratio) plus $3.50 in cash, and the stock consideration will be listed on the Nasdaq Global Select Market.

3. 03

   The company said closing the merger requires approval from both companies' shareholders and the expiration or termination of the Hart-Scott-Rodino waiting period, and if the agreement is terminated under certain circumstances, one party will pay the other $1,136,000,000 in cash.

4. 04

   Kimberly-Clark entered into a bridge loan commitment letter with JPMorgan Chase Bank, N.A. for $7.7 billion to fund the cash consideration and related expenses, and the board will include 3 Kenvue designees effective as of the 1 merger's effective time.

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