Kimberly-Clark to acquire Kenvue for $21.01 per share in cash, stock

Kimberly-Clark (KMB) and Kenvue (KVUE) 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 $48.7B, based on the closing price of Kimberly-Clark common stock on October 31. The total consideration represents an acquisition multiple of approximately 14.3x Kenvue’s LTM adjusted EBITDA or 8.8x including expected run-rate synergies of $2.1B, net of reinvestment. Based on current projections, the combined company would generate 2025 annual net revenues of approximately $32B and approximately $7B of adjusted EBITDA. Kimberly-Clark and Kenvue have identified approximately $1.9B in cost synergies and approximately $500M in incremental profit from revenue synergies, partially offset by reinvestment of approximately $300M. 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 $2.5B of cash costs to achieve these synergies, invested within the first two years post close. The transaction is expected to deliver immediate value creation to Kenvue shareholders from $6.8B in upfront cash consideration. The total consideration represents an acquisition multiple of approximately 14.3x Kenvue’s LTM adjusted EBITDA or 8.8x including expected run-rate synergies of $2.1B, net of reinvestment. 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 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. 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.