Kenvue (KVUE) Company Report

99% of votes cast at Kenvue’s January 29, 2026 Special Meeting approved the Merger Agreement, representing 77% of all outstanding shares.
96% of votes cast at Kimberly-Clark’s Special Meeting approved the issuance of KMB shares for the transaction.
The transaction is expected to close in the second half of 2026, subject to regulatory approvals and customary closing conditions.
Final vote results remain subject to certification and will be filed in separate Form 8-Ks.

Jan 29, 2026, 9:30 PM

8-K

Kenvue stockholders approve Kimberly-Clark merger

KVUE

M&A

Proxy Vote Outcomes

1,499,451,317 shares (78.2%) of Kenvue common stock participated, constituting a quorum at the Jan 29, 2026 special meeting.
Shareholders approved the Agreement and Plan of Merger with Kimberly-Clark, as unanimously recommended by Kenvue’s board.
The Advisory Compensation Proposal tied to the merger also passed following a non-binding vote.
Final vote results will be reported in a Form 8-K filed with the SEC.

Jan 29, 2026, 2:00 PM

Transcript

Kenvue shareholders approve merger with Kimberly-Clark

KVUE

M&A

Proxy Vote Outcomes

Kenvue held a special meeting of stockholders on January 29, 2026 with 1,499,451,317 shares (78.2%) present, constituting a quorum.
Shareholders approved the Merger Proposal to adopt an Agreement and Plan of Merger with Kimberly-Clark, as unanimously recommended by the board.
The Advisory Compensation Proposal related to the transaction received non-binding shareholder approval.
The Adjournment Proposal was not put to vote following the Merger’s approval; final vote results will be filed on Form 8-K.

Jan 29, 2026, 2:00 PM

Transcript

Kenvue shareholders approve merger with Kimberly-Clark

KVUE

M&A

Proxy Vote Outcomes

Kenvue held a special meeting on January 29, 2026 with 1,499,451,317 shares (78.2%) represented, establishing a quorum for voting.
The Board unanimously recommended approval of the Merger Agreement with Kimberly-Clark, the Advisory Compensation Proposal, and the Adjournment Proposal.
Preliminary results show the Merger Proposal and Advisory Compensation Proposal were approved, rendering the Adjournment vote unnecessary; final results will be filed on Form 8-K.

Jan 29, 2026, 2:00 PM

Transcript

Kimberly-Clark to acquire Kenvue for $48.7 B

KVUE

M&A

Kimberly-Clark agreed to acquire Kenvue for an enterprise value of ~$48.7 billion, with Kenvue shareholders receiving $3.50 cash plus 0.14625 K-C shares per share (total consideration of $21.01/share).
Post-close, K-C shareholders will own ~54% and Kenvue shareholders ~46% of the combined company.
The deal carries a headline multiple of 14.3x Kenvue LTM Adjusted EBITDA (8.8x effective post-synergies), with fully committed financing targeting ~2.0x net leverage within 24 months.
Expected synergies of ~$2.1 billion—including $1.9 billion in cost synergies and $0.2 billion in margin flow—drive value creation.
Transaction is targeted to close in 2H 2026 subject to customary closing conditions and approvals.

Nov 3, 2025, 1:00 PM

Presentation

Kimberly-Clark to acquire Kenvue and form consumer health leader

KVUE

M&A

Combines Kimberly-Clark and Kenvue into a global health and wellness leader with pro forma annual revenues of $32 billion and $7 billion EBITDA.
Deal valued at $48.7 billion, with Kenvue shareholders receiving $3.50 cash plus 0.14625 Kimberly-Clark shares per share (total $21.01), representing 4.3× LTM EBITDA (or 8.8× with $2.1 billion synergies).
Targets $1.9 billion in cost synergies and $500 million in revenue synergies (net $2.1 billion EBITDA after reinvesting $300 million), to be achieved over 3-4 years, with one-time integration costs of $2.5 billion.
Expected to close in H2 2026, subject to approvals; pro forma shareholders own 54% Kimberly-Clark and 46% Kenvue, with a leverage ratio goal of ~2× EBITDA within 24 months post-close.

Nov 3, 2025, 1:00 PM

Transcript

Kimberly-Clark to acquire Kenvue

KVUE

M&A

Kimberly-Clark and Kenvue will combine to form a $32 billion health and wellness leader generating approximately $7 billion in EBITDA pre-synergies and uniting 10 billion-dollar brands serving over a billion consumers globally.
The transaction values Kenvue at about $48.7 billion, with Kenvue shareholders receiving $3.50 in cash plus 0.14625 Kimberly-Clark shares per Kenvue share (total consideration of $21.01 per share).
The companies expect to unlock $2.1 billion of annual EBITDA synergies net of reinvestment, including $1.9 billion in cost and $500 million in revenue synergies, reinvesting $300 million; cost synergies to be realized within three years and revenue synergies within four years.
Financing is structured with the majority in stock, supplemented by $1.8 billion of net proceeds from the Suzano JV to fund the cash component; the combined company targets a ~2× leverage ratio within 24 months and expects mid-single-digit EPS dilution in year one, turning accretive in year two.
The deal is expected to close in H2 2026 subject to regulatory and shareholder approvals; pro forma ownership will be ~54% Kimberly-Clark and ~46% Kenvue, with three Kenvue directors joining Kimberly-Clark’s board.

Nov 3, 2025, 1:00 PM

Transcript

Kimberly-Clark announces acquisition of Kenvue

KVUE

M&A

Kimberly-Clark will acquire Kenvue for approximately $48.7 billion, with Kenvue shareholders receiving $3.50 cash & 0.14625 KC shares per share (≈$21.01/sh).
The combined entity will have pro forma net revenues of $32 billion and $7 billion EBITDA, with 10 billion-dollar brands and target $2.1 billion of net annual EBITDA synergies (≈$1.9 billion cost + $0.5 billion revenue, net of $0.3 billion reinvestment) within 3–4 years.
Financial guidance includes mid-single-digit EPS dilution in year 1 and accretion in year 2, with a target leverage of ~2× EBITDA within 24 months post-close, funded in part by proceeds from the Suzano joint venture; closing expected H2 2026 subject to approvals.
Transaction unites Kimberly-Clark’s operational & commercial engine with Kenvue’s consumer health brands across baby care, women’s health, and active aging to form a leading pure-play global health & wellness company.

Nov 3, 2025, 1:00 PM

Transcript

Kenvue to Be Acquired by Kimberly-Clark for $48.7 Billion

KVUE

M&A

Kimberly-Clark will acquire Kenvue for an enterprise value of $48.7 billion, offering $3.50 cash plus 0.14625 Kimberly-Clark shares per Kenvue share (total $21.01 per share).
The combined company is projected to generate ~$32 billion in 2025 net revenues and ~$7 billion in adjusted EBITDA.
Expected run-rate synergies of $2.1 billion (cost synergies ~$1.9 billion; revenue synergies ~$0.5 billion) with ~$2.5 billion in implementation costs; accretive to adjusted EPS by Year 2.
Closing anticipated in 2H 2026, with pro forma ownership of ~54% for current Kimberly-Clark and ~46% for Kenvue shareholders.

Nov 3, 2025, 12:01 PM

8-K

Kenvue reports Q3 2025 results

KVUE

Earnings

Guidance Update

CEO Change

Kenvue Inc. reported third-quarter net sales decreased 3.5% year-over-year, driven by an organic sales decline of 4.4%.
Gross profit margin expanded to 59.1% (adjusted 61.2%), while operating income margin was 16.7% (adjusted 21.5%).
Diluted EPS was $0.21 versus $0.20 in the prior-year period; adjusted diluted EPS remained at $0.28.
The company affirmed its full-year 2025 outlook and appointed Kirk Perry as permanent CEO.

Nov 3, 2025, 11:44 AM

8-K

Earnings Transcripts

Quarterly earnings call transcripts for Kenvue.

Q2 2025

Aug 7, 2025

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Q1 2025

May 8, 2025

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