ISS Endorses Kenvue Shareholders’ Approval of $48.7 B Merger with Kimberly‑Clark

KVUE
January 16, 2026

Institutional Shareholder Services issued a recommendation on January 16 2026 urging Kenvue Inc. shareholders to approve the company’s pending merger with Kimberly‑Clark. The advisory firm’s guidance signals confidence that the transaction is in the best interests of Kenvue investors and that the terms are acceptable.

The merger terms value Kenvue at $48.7 billion and provide shareholders with $3.50 in cash plus 0.14625 shares of Kimberly‑Clark stock for each Kenvue share. The deal was announced on November 3 2025 and is expected to close in the second half of 2026, subject to shareholder and regulatory approvals.

Strategically, the combination of complementary consumer offerings and iconic brands is designed to strengthen the combined entity’s position in health and wellness and household essentials markets. Analysts estimate the merger will generate annualized synergies of roughly $2.1 billion, driven by cost efficiencies and cross‑selling opportunities across the two companies’ product lines.

Kenvue’s most recent quarterly results, released in the third quarter of 2025, showed a 3.5% decline in net sales and a 4.4% drop in organic sales, with an adjusted operating margin of 21.5% versus 22.1% in the prior year. Kimberly‑Clark reported Q3 2025 revenue of $4.15 billion, net income of $446 million, and earnings per share of $1.34.

The ISS endorsement is a material event that can shape the outcome of the shareholder vote and accelerate the merger’s completion. By affirming the deal’s value and terms, ISS signals that the transaction aligns with Kenvue’s long‑term strategic goals and offers a compelling return to shareholders. The recommendation also underscores the anticipated synergies and market‑share gains that the combined company aims to achieve, reinforcing the merger’s attractiveness to investors and regulators alike.

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