Institutional Shareholder Services issued a recommendation on January 16, 2026 urging Kimberly‑Clark shareholders to approve the company’s planned purchase of consumer‑health brand owner Kenvue. The deal values Kenvue at roughly $48.7 billion in cash and shares, and is expected to close in the second half of 2026.
The transaction will combine Kimberly‑Clark’s personal‑care staples—Huggies, Kleenex, Kotex—with Kenvue’s consumer‑health brands such as Tylenol, Neutrogena, Band‑Aid and Listerine. The merger is designed to shift Kimberly‑Clark toward higher‑margin, repeat‑purchase health‑care categories, creating a global health‑and‑wellness leader that can leverage cross‑sell opportunities and scale in both product lines.
Financially, the combined entity is projected to generate about $32 billion in annual revenue and $7 billion in adjusted EBITDA. The deal is expected to be accretive to Kimberly‑Clark’s adjusted earnings per share by the second year after closing. Management estimates $1.9 billion in cost synergies and $0.5 billion in revenue synergies, partially offset by $0.3 billion in reinvestments, for a net run‑rate synergy of roughly $2.1 billion.
The acquisition carries notable risks. Kenvue faces ongoing talcum‑powder litigation and claims linking Tylenol use in pregnancy to autism, which have weighed on its valuation. Integration challenges and the premium paid for Kenvue’s shares also raise concerns about the transaction’s long‑term value creation.
Mike Hsu, Kimberly‑Clark’s chairman and CEO, said the deal “creates a global health and wellness leader” and that Kenvue’s portfolio is “uniquely positioned at the intersection of consumer packaged goods and health care.” He emphasized that the transaction is a strategic pivot toward higher‑growth, higher‑margin businesses and that the company is committed to executing the integration plan efficiently.
Investors have reacted cautiously. While the premium offered to Kenvue shareholders is attractive, concerns about legal liabilities, integration complexity and the high purchase price have tempered enthusiasm for the deal. Analysts from Jefferies, RBC Capital Markets, Barclays and TD Cowen have highlighted both the diversification benefits and the challenges of managing Kenvue’s legacy issues.
ISS’s endorsement signals that institutional investors view the transaction as in the best interest of shareholders. The shareholder vote is scheduled for January 29, 2026, and the recommendation is expected to influence the outcome of that vote.
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