Kenvue To File Form S-4 Registration Statement in Connection with Johnson & Johnson Exchange Offer Announcement
July 24 2023 - 6:22AM
Business Wire
Kenvue Inc. (NYSE: 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 (NYSE: 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 around
the world. At Kenvue, we believe in the extraordinary power of
everyday care and our teams work every day to put that power in
consumers’ hands and earn a place in their hearts and homes.
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 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/20230723704684/en/
Investor Relations: Tina Romani Kenvue_IR@kenvue.com
Media Relations: Melissa Witt media@kenvue.com
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