Separation enhances Company focus on
Pharmaceutical and MedTech Research & Development to deliver
innovative and differentiated health outcomes
Johnson & Johnson shareholders can exchange
all, some or none of their shares of Johnson & Johnson common
stock for shares of Kenvue
Provides Johnson & Johnson shareholders
with option for a tax-free exchange for U.S. Federal income tax
purposes
Johnson & Johnson (NYSE: JNJ) today announced its intention
to split-off at least 80.1% of the shares of Kenvue Inc. (NYSE:
KVUE) (“Kenvue”) through an exchange offer. Kenvue, formerly
Johnson & Johnson’s Consumer Health business, completed its
initial public offering (“IPO”) in May 2023. Through the planned
exchange offer, Johnson & Johnson shareholders can 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. The exchange offer is expected to be tax-free for U.S.
Federal income tax purposes.
Johnson & Johnson also announced today that, in connection
with the planned split-off, it has received a waiver of the 180-day
lock up with respect to the shares of Kenvue common stock held by
it from the joint lead book-running managers of the IPO.
“The separation of Kenvue further sharpens Johnson &
Johnson’s focus on transformational innovation specifically in
Pharmaceutical and MedTech,” said Joaquin Duato, Chairman and Chief
Executive Officer of Johnson & Johnson. “We believe now is the
right time to distribute our Kenvue shares, and we are confident
that a split-off is the appropriate path forward to bring value to
our shareholders.”
The exchange offer will permit Johnson & Johnson
shareholders to exchange some, all or none of their shares of
Johnson & Johnson common stock for shares of Kenvue common
stock at a 7% discount, subject to an upper limit of 8.0549 shares
of Kenvue common stock per share of Johnson & Johnson common
stock tendered and accepted in the exchange offer. If the upper
limit is not in effect, tendering shareholders are expected to
receive approximately $107.53 of Kenvue common stock for every $100
of Johnson & Johnson common stock tendered.
Johnson & Johnson will determine the prices at which shares
of Johnson & Johnson common stock and shares of Kenvue common
stock will be exchanged by reference to the arithmetic average of
the daily volume-weighted average prices of shares of Johnson &
Johnson common stock and Kenvue common stock on the NYSE during the
three consecutive trading days ending on and including the second
trading day preceding the expiration date of the exchange offer,
which are expected to be August 14, 15 and 16, 2023, if the
exchange offer is not extended or terminated. The final exchange
ratio, reflecting the number of shares of Kenvue common stock that
tendering shareholders will receive for each share of Johnson &
Johnson common stock accepted in the exchange offer, will be
announced by press release by 9:00 a.m., New York City time, on the
trading day immediately preceding the expiration date of the
Exchange Offer (which expiration date, if the Exchange Offer is not
extended or terminated, would be August 18, 2023). The final
exchange ratio, when announced, and a daily indicative exchange
ratio beginning on the third trading day of the exchange offer
period, also will be available at www.JNJSeparation.com.
The completion of the exchange offer is subject to certain
conditions, including: at least 460,149,135 shares of Kenvue common
stock being distributed in exchange for shares of Johnson &
Johnson common stock validly tendered in the exchange offer; and
the receipt of an opinion of counsel that the exchange offer will
qualify for tax-free treatment to Johnson & Johnson and its
participating stockholders.
Johnson & Johnson currently owns 1,716,160,000 shares of
Kenvue common stock, representing approximately 89.6% of the total
outstanding shares of Kenvue common stock. Johnson & Johnson is
offering to exchange up to 1,533,830,450 shares of Kenvue common
stock for outstanding shares of Johnson & Johnson common stock
in the exchange offer. If the exchange offer is consummated but not
fully subscribed, Johnson & Johnson intends to make a tax-free
distribution to its shareholders of the shares of Kenvue common
stock that were offered but not exchanged in the exchange offer
effected as a dividend on a pro rata basis to holders of Johnson
& Johnson common stock as of the record date. The record date
for the clean-up spin-off, if any, is expected to be seven business
days following the expiration date of the exchange offer.
The exchange offer is voluntary for Johnson & Johnson
shareholders. No action is necessary for Johnson & Johnson
shareholders who choose not to participate.
The terms and conditions of the exchange offer will be outlined
in a registration statement on Form S-4 to be filed by Kenvue with
the Securities and Exchange Commission (“SEC”) and a tender offer
statement on Schedule TO to be filed by Johnson & Johnson with
the SEC today.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC will
serve as dealer managers for the exchange offer.
About Johnson & Johnson
At Johnson & Johnson, we believe good health is the
foundation of vibrant lives, thriving communities and forward
progress. That’s why for more than 135 years, we have aimed to keep
people well at every age and every stage of life. Today, as the
world’s largest, most diversified healthcare products company, we
are committed to using our reach and size for good. We strive to
improve access and affordability, create healthier communities, and
put a healthy mind, body and environment within reach of everyone,
everywhere. We are blending our heart, science and ingenuity to
profoundly change the trajectory of health for humanity.
Forward Looking Statements
This communication contains certain statements about Johnson
& Johnson and Kenvue that are forward-looking statements.
Forward-looking statements are based on current expectations and
assumptions regarding Johnson & Johnson’s and Kenvue’s
respective businesses, the economy and other future conditions. In
addition, the forward-looking statements contained in this
communication may include statements about the expected effects on
Johnson & Johnson and Kenvue of the exchange offer, the
anticipated timing and benefits of the exchange offer, Johnson
& Johnson’s and Kenvue’s anticipated financial results, and all
other statements in this communication that are not historical
facts.
Because forward-looking statements relate to the future, by
their nature, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and are
detailed more fully in Johnson & Johnson’s and Kenvue’s
respective periodic reports filed from time to time with the
Securities and Exchange Commission (the “SEC”), the Registration
Statement referred to below, including the Prospectus forming a
part thereof, the Schedule TO and other exchange offer documents
filed by Johnson & Johnson or Kenvue, as applicable, with the
SEC. Such uncertainties, risks and changes in circumstances could
cause actual results to differ materially from those expressed or
implied in such forward-looking statements. Forward-looking
statements included herein are made as of the date hereof, and
neither Johnson & Johnson nor Kenvue undertakes any obligation
to update publicly such statements to reflect subsequent events or
circumstances, except to the extent required by applicable
securities laws. Investors should not put undue reliance on
forward-looking statements.
Additional Information and Where to Find It
This communication is for informational purposes only and is not
an offer to sell or exchange, a solicitation of an offer to buy or
exchange any securities and a recommendation as to whether
investors should participate in the exchange offer. If the exchange
offer is commenced, Kenvue will file with the SEC a registration
statement on Form S-4 (the “Registration Statement”) that will
include a Prospectus. There can be no assurances that Johnson &
Johnson will commence the exchange offer on the terms described in
this document or at all. The exchange offer will be made solely by
the Prospectus. The Prospectus will contain important information
about the exchange offer, Johnson & Johnson, Kenvue and related
matters, and Johnson & Johnson will deliver the Prospectus to
holders of Johnson & Johnson common stock. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS, AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE
AND BEFORE MAKING ANY INVESTMENT DECISION, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. None of Johnson & Johnson, Kenvue or any
of their respective directors or officers or the dealer managers
appointed with respect to the exchange offer makes any
recommendation as to whether you should participate in the exchange
offer.
Johnson & Johnson will file with the SEC a Schedule TO,
which will contain important information about the exchange
offer.
Holders of Johnson & Johnson common stock may obtain copies
of the Prospectus, the Registration Statement, the Schedule TO and
other related documents, and any other information that Johnson
& Johnson and Kenvue file electronically with the SEC free of
charge at the SEC’s website at http://www.sec.gov. Holders of
Johnson & Johnson common stock will also be able to obtain a
copy of the Prospectus by clicking on the appropriate link on
http://www.JNJSeparation.com.
Johnson & Johnson has retained Georgeson LLC as the
information agent for the exchange offer. To obtain copies of the
exchange offer Prospectus and related documents, or for questions
about the terms of the exchange offer or how to participate, you
may contact the information agent at 1-866-695-6074 (toll-free for
stockholders, banks and brokers) or +1-781-575-2137 (all others
outside the United States).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230723805654/en/
Investor Relations: Jessica Moore (Johnson & Johnson)
investor-relations@its.jnj.com
Media Relations: Jake Sargent (Johnson & Johnson)
media-relations@its.jnj.com
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