# Kenvue Inc. (KVUE) — merger/definitive [pending] Source: SEC API (secapi.ai) · situation sit_1010a1d83bf272f334ad · retrieved 2026-08-11T16:10:44.452Z ## Overview Kenvue Inc. is the world's largest pure-play consumer health company by revenue, with iconic brands including Aveeno, BAND-AID, Johnson's, Listerine, Neutrogena, and Tylenol, which are science-backed and recommended by healthcare professionals globally. Kenvue Inc., the world's largest pure-play consumer health company by revenue with iconic brands including Aveeno, BAND-AID, Johnson's, Listerine, Neutrogena, and Tylenol, entered into a definitive merger agreement on November 2, 2025, under which Kimberly-Clark will acquire all outstanding shares of Kenvue common stock in a cash and stock transaction. Shareholders of both companies voted overwhelmingly to approve the transaction at their respective Special Meetings held on January 29, 2026. The Hart-Scott-Rodino waiting period expired on February 4, 2026. The transaction is expected to close in the fourth quarter of 2026, subject to receipt of foreign regulatory approvals and satisfaction of other customary closing conditions. ## Terms - Counterparty: Kimberly-Clark · Consideration: mixed · Price/share: $3.5 ## Key dates - Announced 2026-01-08 · Vote 2026-01-29 · Expected close 2026-12-31 ## Timeline - 2026-01-08 · 425 (0001104659-26-002178): 425 - Kenvue Inc. — *Kenvue Inc. is a consumer health and personal care company that develops and markets perfumes, cosmetics, and other toilet preparations.* Kimberly-Clark Corporation (K-C) is acquiring Kenvue Inc. in an all-stock and cash transaction. Kenvue shareholders will receive $3.50 per share in cash plus 0.14625 shares of Kimberly-Clark common stock for each Kenvue share held. The transaction was announced with a Form S-4 registration statement filed on December 4, 2025 (amended December 12, 2025), and the SEC declared the registration statement effective on December 16, 2025. The transaction is anticipated to close in the second half of 2026, subject to customary closing conditions including stockholder and regulatory approvals. https://www.sec.gov/Archives/edgar/data/1944048/0001104659-26-002178.txt - 2026-01-13 · 425 (0001104659-26-003420): 425 - Kenvue Inc. — *Kenvue Inc. is a consumer health company that manufactures and sells over-the-counter health and wellness products, including brands in pain relief, digestive health, and other consumer health categories.* Kimberly-Clark Corporation (K-C) and Kenvue Inc. announced a proposed merger in which K-C will issue shares of its common stock to Kenvue shareholders. K-C filed a registration statement on Form S-4 on December 4, 2025 (amended December 12, 2025), which was declared effective by the SEC on December 16, 2025. On the same date, K-C and Kenvue commenced mailing a definitive joint proxy statement/prospectus to their respective stockholders seeking approval of the transaction-related proposals. https://www.sec.gov/Archives/edgar/data/1944048/0001104659-26-003420.txt - 2026-01-16 · 425 (0001140361-26-001523): 425 - Kenvue Inc. — *Kenvue Inc. is a consumer health company that manufactures and sells perfumes, cosmetics and other toilet preparations.* On November 2, 2025, Kenvue Inc. entered into an Agreement and Plan of Merger with Kimberly-Clark Corporation (K-C) and two K-C subsidiaries. Under the transaction structure, Kenvue will first merge with K-C's Vesta Sub I, Inc., with Kenvue surviving as a direct wholly owned subsidiary of K-C. Immediately thereafter, Kenvue will merge with K-C's Vesta Sub II, LLC, with the latter surviving as a direct wholly owned subsidiary of K-C. The Registration Statement was declared effective on December 16, 2025, and a definitive joint proxy statement/prospectus was filed the same day. Stockholder meetings for both companies are scheduled for January 29, 2026. The transaction includes $3.50 per share in cash consideration to Kenvue stockholders (other than K-C and its affiliates) and an exchange ratio of 0.14625x for K-C common stock. https://www.sec.gov/Archives/edgar/data/1944048/0001140361-26-001523.txt - 2026-08-06 · 8-K (0001944048-26-000141): 8-K - Kenvue Inc. — *Kenvue Inc. is the world's largest pure-play consumer health company by revenue, with iconic brands including Aveeno, BAND-AID, Johnson's, Listerine, Neutrogena, and Tylenol, which are science-backed and recommended by healthcare professionals globally.* Kenvue Inc., the world's largest pure-play consumer health company by revenue with iconic brands including Aveeno, BAND-AID, Johnson's, Listerine, Neutrogena, and Tylenol, entered into a definitive merger agreement on November 2, 2025, under which Kimberly-Clark will acquire all outstanding shares of Kenvue common stock in a cash and stock transaction. Shareholders of both companies voted overwhelmingly to approve the transaction at their respective Special Meetings held on January 29, 2026. The Hart-Scott-Rodino waiting period expired on February 4, 2026. The transaction is expected to close in the fourth quarter of 2026, subject to receipt of foreign regulatory approvals and satisfaction of other customary closing conditions. https://www.sec.gov/Archives/edgar/data/1944048/0001944048-26-000141.txt ## Citations - 0001104659-26-002178 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926002178 - 0001104659-26-003420 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926003420 - 0001140361-26-001523 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126001523 - 0001944048-26-000141 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000194404826000141