Johnson & Johnson Announces Final Exchange Ratio of 8.0324 in Split-Off of Kenvue Inc.
August 16 2023 - 6:52PM
Business Wire
Johnson & Johnson (NYSE: JNJ) today announced the final
exchange ratio for its previously announced split-off exchange
offer to Johnson & Johnson shareholders to exchange their
shares of Johnson & Johnson for shares of common stock of
Kenvue Inc. (NYSE: KVUE) (“Kenvue”) currently held by Johnson &
Johnson.
For each share of Johnson & Johnson common stock that is
validly tendered and not validly withdrawn by shareholders and that
is accepted by Johnson & Johnson pursuant to the exchange
offer, Johnson & Johnson will deliver 8.0324 shares of Kenvue
common stock to or at the direction of any such tendering
shareholder.
Based on the final exchange ratio, Johnson & Johnson
currently expects to accept for exchange approximately 190,955,436
shares of Johnson & Johnson common stock if the exchange offer
is fully subscribed (and if Johnson & Johnson determines not to
increase the number of shares to be accepted as described in the
Prospectus filed with the Securities and Exchange Commission).
Because the exchange offer will be subject to proration if the
exchange offer is oversubscribed, the number of shares of Johnson
& Johnson common stock that Johnson & Johnson accepts in
the exchange offer may be less than the number of shares validly
tendered by Johnson & Johnson shareholders.
The exchange offer is currently scheduled to expire at 12:00
midnight, New York City time, at the end of the day on August 18,
2023, unless terminated or extended.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are
the 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. Kenvue has
filed with the SEC a registration statement on Form S-4 (the
“Registration Statement”), including the Prospectus forming a part
thereof, and Johnson & Johnson has filed with the SEC a
Schedule TO, which more fully describes the terms and conditions of
the exchange offer. The exchange offer will be made solely by the
Prospectus. The Prospectus contains 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.
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).
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Investor Relations: Jessica Moore
investor-relations@its.jnj.com Media Relations: Jake Sargent
media-relations@its.jnj.com
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