# KIMBERLY CLARK CORP (KMB) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_c113d8fb8bb28f7bef80 · retrieved 2026-08-12T21:20:50.684Z

## Overview
Kimberly-Clark Corporation manufactures and markets personal care products including diapers, feminine care, adult care, and professional products under brands such as Huggies, Kotex, Depend, and Poise.

Kimberly-Clark Corporation announced its pending acquisition of Kenvue Inc., a consumer health and wellness company, to create a $32 billion pure-play global health and wellness leader. The transaction is expected to generate approximately $2.1 billion in annual synergies net of reinvestment, including approximately $1.9 billion in cost synergies targeted within the first three years after close. Kimberly-Clark expects to achieve solid EPS accretion in year two following close. The combined company will operate 10 iconic billion-dollar brands across baby and child care, women's health, and active aging categories. Kimberly-Clark's shareholders voted on January 29, 2026, with over 90% voting in favor, and the company expects to close the transaction in the second half of 2026, subject to regulatory approvals.

## Terms
- Counterparty: Kenvue Inc. · Deal value: $32.00B · Consideration: mixed · Price/share: $3.5

## Key dates
- Announced 2026-01-07 · Vote 2026-01-29 · Expected close 2026-12-31

## Timeline
- 2026-01-07 · 425 (0001104659-26-001819): 425 - KIMBERLY CLARK CORP — *Kenvue Inc. is a consumer health company focused on perfumes, cosmetics, and other toilet preparations; Kimberly-Clark Corporation manufactures converted paper and paperboard products.* Kimberly-Clark Corporation (K-C) and Kenvue Inc. announced a proposed merger in which K-C will acquire Kenvue through the issuance of K-C common stock. K-C filed a Form S-4 registration statement on December 4, 2025 (amended December 12, 2025), which was declared effective by the SEC on December 16, 2025. On December 16, 2025, K-C and Kenvue commenced mailing a definitive joint proxy statement/prospectus to their respective stockholders, seeking approval of the transaction-related proposals. The transaction is structured as a stock-for-stock combination.
  https://www.sec.gov/Archives/edgar/data/55785/0001104659-26-001819.txt
- 2026-01-08 · 425 (0001104659-26-002145): 425 - KIMBERLY CLARK CORP — *Kenvue Inc. is a consumer health and personal care company with a portfolio of market-leading brands including adult care, baby care, feminine care, OTC skin care, oral care, and wound care products, serving over one billion consumers globally.* Kimberly-Clark Corporation announced its acquisition of Kenvue Inc., a consumer health and personal care company. The transaction is being pursued through an exchange of Kimberly-Clark common stock for Kenvue shares. The combined company is projected to achieve $1.9 billion in cost synergies (12% of Kenvue's revenue) through COGS optimization, sales and marketing rationalization, and G&A consolidation. The deal values Kenvue at an effective multiple of 8.8x LTM Adjusted EBITDA post-synergies and 14.3x on a headline basis, below recent precedent transactions in the consumer health sector. The transaction is expected to close in the second half of 2026, subject to stockholder and regulatory approvals.
  https://www.sec.gov/Archives/edgar/data/55785/0001104659-26-002145.txt
- 2026-01-16 · 425 (0001104659-26-004630): 425 - KIMBERLY CLARK CORP — *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 acquire Kenvue through the issuance of K-C common stock. K-C filed a Form S-4 registration statement on 12/4/2025 (amended 12/12/2025) with the SEC in connection with the proposed issuance of shares. The registration statement was declared effective by the SEC on 12/16/2025. On the same date, K-C and Kenvue filed a definitive joint proxy statement/prospectus and commenced mailing it to their respective stockholders to seek approval of the transaction-related proposals.
  https://www.sec.gov/Archives/edgar/data/55785/0001104659-26-004630.txt
- 2026-01-16 · 425 (0001104659-26-004635): 425 - KIMBERLY CLARK CORP — *Kenvue Inc. is a consumer health company that develops and markets perfumes, cosmetics and other toilet preparations.* On November 2, 2025, Kimberly-Clark Corporation (NASDAQ: KMB) entered into an Agreement and Plan of Merger with Kenvue Inc. Under the transaction structure, Kimberly-Clark's wholly owned subsidiary Vesta Sub I, Inc. will merge with and into Kenvue, with Kenvue surviving as a direct wholly owned subsidiary of K-C. Immediately thereafter, Kenvue will merge with and into K-C's wholly owned subsidiary Vesta Sub II, LLC, with Vesta Sub II surviving as a direct wholly owned subsidiary of K-C. Joint proxy statements/prospectuses were filed on December 16, 2025, with special stockholder meetings of both companies scheduled for January 29, 2026 to vote on the transaction. The Registration Statement on Form S-4 was declared effective by the SEC on December 16, 2025.
  https://www.sec.gov/Archives/edgar/data/55785/0001104659-26-004635.txt
- 2026-01-27 · 425 (0001104659-26-007049): 425 - KIMBERLY CLARK CORP — *Kimberly-Clark Corporation manufactures and markets personal care products including diapers, feminine care, adult care, and professional products under brands such as Huggies, Kotex, Depend, and Poise.* Kimberly-Clark Corporation announced its pending acquisition of Kenvue Inc., a consumer health and wellness company, to create a $32 billion pure-play global health and wellness leader. The transaction is expected to generate approximately $2.1 billion in annual synergies net of reinvestment, including approximately $1.9 billion in cost synergies targeted within the first three years after close. Kimberly-Clark expects to achieve solid EPS accretion in year two following close. The combined company will operate 10 iconic billion-dollar brands across baby and child care, women's health, and active aging categories. Kimberly-Clark's shareholders voted on January 29, 2026, with over 90% voting in favor, and the company expects to close the transaction in the second half of 2026, subject to regulatory approvals.
  https://www.sec.gov/Archives/edgar/data/55785/0001104659-26-007049.txt

## Citations
- 0001104659-26-001819 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926001819
- 0001104659-26-002145 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926002145
- 0001104659-26-004630 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926004630
- 0001104659-26-004635 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926004635
- 0001104659-26-007049 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926007049