DALLAS and SUMMIT, N.J. (From news reports) -- Kimberly-Clark announced Monday it's struck an agreement to buy Kenview in a deal valued at $48.7 billion that would create a consumer staples giant.

The deal is a combination of cash and stock and totals about $40 billion on an equity basis, excluding the impact of debt. Shares of Kenvue surged 12% Monday, while Kimberly-Clark stock fell 14%.

The combined company would bring together brands like Huggies and Kleenex with the likes of Band-Aid and Tylenol. It would include 10 billion-dollar brands, the companies said in a news release. The acquisition would be one of the largest on Wall Street this year.

The transaction is expected to close in the second half of 2026.

Kimberly-Clark Chairman and CEO Mike Hsu said in a statement that the companies share a "commitment to developing science and technology to provide extraordinary care."

"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," Hsu said. "We have built the foundation and this transaction is a powerful next step in our journey."

Kenvue, a portfolio of consumer health brands, spun out of Johnson & Johnson in May 2023, marking the biggest shake-up in J&J's nearly 140-year history. Since then, Kenvue shares have fallen almost 35% from their initial public offering price. As of Friday's close, Kenvue traded at about $14 per share for a market cap of roughly $27 billion.

J&J has sold all of its remaining stake in the consumer goods giant.

The deal comes just weeks after President Donald Trump made unfounded claims linking the use of acetaminophen -- the active ingredient in Tylenol -- during pregnancy to an increased risk of autism, sending Kenvue's stock sharply lower. The company has staunchly pushed back against his administration's accusation, and many medical experts say Tylenol is often the safest and only option for pain and fever relief in pregnant women.

Acetaminophen is used by upward of 100 million Americans annually.

Kenvue Chair Larry Merlo said in a statement that following a comprehensive strategic review, the board is "confident this combination represents the best path forward for our shareholders and all other stakeholders."

Three Kenvue board members will join the Kimberly-Clark board upon the deal's closing. Hsu will continue to serve as chairman and CEO.

The combined company would generate estimated 2025 annual net revenue of roughly $32 billion and adjusted earnings before interest, taxes, depreciation and amortization of approximately $7 billion, according to the release.

Kimberly-Clark and Kenvue expect about $1.9 billion in cost synergies from the transaction to be realized in the first three years following the deal's close.

The acquisition comes as Kimberly-Clark and the broader consumer packaged goods industry try to address shifting demand and shopping behavior, often through deal-making and divestitures.

Tariffs imposed by Trump's administration have challenged the industry and its profits as key commodities like pulp, which is used to make tissues and diapers, grow more expensive.

At the beginning of 2025, Kimberly-Clark stopped making private-label diapers for Costco to focus on more premium brands that command higher margins.

In June, the company sold a majority stake in its international tissue business to Brazilian pulp maker Suzano. The resulting joint venture is intended to shield Kimberly-Clark from volatile input costs and help stabilize its margins.

Once the deal closes, Kimberly-Clark will own health-care brands like Sudafed and Pepcid, once again pitting the company against rival Procter & Gamble, which has a health-care division that includes Pepto-Bismol and Vicks.

But even with Kimberly-Clark's blockbuster acquisition, P&G still dwarfs its rival in both enterprise value and annual revenue. P&G has a market cap of about $350 billion.

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NEWS RELEASE

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.