2025-11-03 13:00Transaction Overview - Kimberly-Clark is acquiring Kenvue to create a global health & wellness leader [20, 96] - Kenvue shareholders are expected to receive $3.50 in cash and 0.14625 K-C shares for each Kenvue share, representing total consideration of $21.01 per share [91] - Post-transaction, current K-C shareholders are expected to own approximately 54%, while current Kenvue shareholders are expected to own approximately 46% [91] - The transaction values Kenvue at a headline multiple of 14.3x Kenvue LTM Adjusted EBITDA, or an effective multiple of 8.8x post-synergies [91] Strategic Rationale - The combined company will have approximately $32 billion in revenue and ~$7 billion in EBITDA pre-synergies [30, 76, 77] - The combination offers exceptional complementarity across categories and critical markets [23] - The combined company will have 10 iconic $1B+ brands [75] - Kimberly-Clark can scale Kenvue in China, Mexico, S Korea and Indonesia [90] - Kenvue can scale Kimberly-Clark Categories in India and Western Europe [90] Synergy Opportunities - The transaction is expected to generate total synergies of approximately $2.1 billion [85, 91] - Cost synergies are estimated at ~$1.9 billion, driven by COGS optimization (30%), sales, marketing and trade spend optimization (30%), and G&A optimization (40%) [85, 87] - Margin flow through from revenue synergies is estimated at ~$0.2 billion [85] - The estimated cash cost to achieve synergies is $2.5 billion [88]