Kenvue (KVUE) investor relations material

Deal rationale and strategic fit

• Creates a $32 billion global health and wellness leader with highly complementary portfolios, geographic strengths, and 10 billion-dollar brands, serving nearly half the global population.

• Strategic focus on high-growth, high-margin health and wellness categories, leveraging both companies' strengths in science, innovation, and consumer reach.

• Purpose-led, performance-driven cultures with shared values focused on people, innovation, and efficiency.

• The deal is a culmination of a long-term strategic vision, not an opportunistic move, and aligns with consumer health megatrends.

• Combines commercial activation, digital capabilities, and healthcare professional networks to accelerate growth and category leadership.

Financial terms and conditions

• Enterprise value of $48.7 billion; Kenvue shareholders receive $3.50 in cash and 0.14625 Kimberly-Clark shares per Kenvue share, totaling $21.01 per share.

• Acquisition multiple is 14.3x LTM adjusted EBITDA, or 8.8x including expected run-rate synergies.

• Pro forma ownership: 54% Kimberly-Clark shareholders, 46% Kenvue shareholders.

• Cash component funded by balance sheet, new debt, and proceeds from a 51% sale of an international business unit.

• More than 80% of consideration in stock, supporting a strong balance sheet.

Synergies and expected cost savings

• Total expected synergies of $2.1 billion in EBITDA, including $1.9 billion in cost synergies and $500 million in revenue synergies, with $300 million reinvested.

• Cost synergies to be realized within three years post-close; revenue synergies within four years.

• One-time integration costs projected at $2.5 billion over two years.

• Synergies identified across procurement, COGS, distribution, sales, marketing, trade spend, and G&A.

• Conservative synergy estimates, with potential to outperform, especially in revenue synergies due to geographic and product complementarity.