Kenvue To File Form S-4 Registration Statement in Connection with Johnson & John… – Press Release

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Kenvue Inc. KVUE (“Kenvue”) announced that it intends to file a Form S-4 Registration Statement today with the Securities and Exchange Commission (the “SEC”) in connection with Johnson & Johnson’s JNJ proposed offer to exchange up to 1,533,830,450 shares of Kenvue common stock that it owns, representing 80.1% of the total outstanding shares of Kenvue common stock, for outstanding shares of Johnson & Johnson common stock. In the exchange offer, Johnson & Johnson shareholders will have the opportunity to exchange all, some, or none of their shares of Johnson & Johnson common stock for shares of Kenvue common stock, subject to the terms of the offer.

Johnson & Johnson currently owns approximately 89.6% of the total outstanding shares of Kenvue common stock. If the exchange offer (including all related transactions) is effectuated, Johnson & Johnson will no longer be the controlling shareholder of Kenvue, and Kenvue will operate as a separate and fully independent company.

“This filing marks an important milestone in Kenvue’s journey towards becoming a fully independent company,” says Thibaut Mongon, Kenvue Chief Executive Officer and Director. “As the world’s largest pure-play consumer health company by revenue, we have a clear vision, an agile operating model, strong fundamentals, and an inspiring purpose: to help people realize the extraordinary power of everyday care.”

This announcement is for informational purposes only and is neither an offer to sell nor an offer to buy any securities, or a recommendation as to whether investors should participate in the exchange offer. The offer is made solely by the prospectus referenced below.

About Kenvue

Kenvue is the world’s largest pure-play consumer health company by revenue. Built on more than a century of heritage, our iconic brands, including Aveeno®, BAND-AID® Brand Adhesive Bandages, Johnson’s®, Listerine®, Neutrogena®, and Tylenol®, are science-backed and recommended by healthcare professionals…

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