Kenvue (KVUE) investor relations material

Executive summary

• Kimberly-Clark and Kenvue have entered into a definitive merger agreement, with Kenvue to be acquired through a two-step merger process, resulting in Kenvue becoming a wholly owned subsidiary of Kimberly-Clark, followed by a second merger to further consolidate the structure.

• Kenvue stockholders will receive 0.14625 shares of Kimberly-Clark common stock plus $3.50 in cash per Kenvue share, with the implied value fluctuating based on Kimberly-Clark's share price; as of December 15, 2025, the value was approximately $18.53 per Kenvue share.

• Upon completion, former Kenvue stockholders will own about 46% and Kimberly-Clark stockholders about 54% of the combined company on a fully diluted basis.

• The transaction is expected to close in the second half of 2026, subject to regulatory and shareholder approvals, with a long-stop date of November 2, 2026, extendable to May 3, 2027, under certain conditions.

• Both boards unanimously recommend the transaction, and fairness opinions from J.P. Morgan, PJT Partners, Centerview Partners, and Goldman Sachs support the financial terms.

Voting matters and shareholder proposals

• Kimberly-Clark stockholders will vote on the issuance of new shares for the merger and on potential adjournment of the special meeting if more time is needed to solicit votes.

• Kenvue stockholders will vote on adopting the merger agreement, an advisory vote on executive compensation related to the merger, and potential adjournment of their special meeting.

• Approval of the merger by both companies' stockholders is required for the transaction to proceed.

• Abstentions and broker non-votes have specific effects on the outcome, with abstentions generally counting as votes against the proposals.

• Termination fees of $1.136 billion may be payable by either party under certain circumstances, such as a board changing its recommendation or a competing offer being accepted.

Board of directors and corporate governance

• The post-merger board of Kimberly-Clark will include three directors designated by Kenvue, with the remainder from the existing Kimberly-Clark board.

• Both companies' boards have unanimously approved the merger and recommend stockholders vote in favor.

• The merger agreement includes provisions for board composition, director indemnification, and insurance for former Kenvue directors and officers.