Kimberly-Clark Corp. said Monday that it has agreed to acquire Kenvue Inc. in a cash and stock deal that values Kenvue, which was spun off by Johnson & Johnson in 2023, at about $48.7 billion and brings together some of the largest and most well-known consumer brands in the world.
According to data from The Texas Lawbook‘s Corporate Deal Tracker, the Kimberly-Clark deal, the biggest of the year so far in Texas, is the fifth-largest M&A transaction involving a Texas company or led by a Lone Star State lawyer since 2018. Only Exxon-Pioneer Natural Resources ($64.5 billion, Oct. 2023), Energy Transfer Equity-Energy Transfer Partners ($62 billion, Aug. 2018), Chevron-Hess ($60 billion, Oct. 2023) and KKR-Energy Capital Partners ($50 billion), all massive energy deals, rank above the Kimberly-Clark deal in that period.
Kirkland & Ellis is Kimberly-Clark’s outside legal counsel and Grant McGee is the company’s general counsel. In-house lawyers for Kimberly-Clark who assisted McGhee on the deal included vice president and deputy general counsel Courtney Roane on M&A activities and vice president and deputy general counsel Suzana Blades on litigation matters, as well as vice president, deputy general counsel and chief compliance officer Adam Crawford on regulatory matters.
Gibson, Dunn & Crutcher and Arnold & Porter Kaye Scholer are advising the Irving-based company on certain legal and healthcare regulatory matters, while Cravath, Swaine & Moore is serving as legal counsel to Summit, N.J.-based Kenvue, which recently has been fighting unproven claims of a link between autism and Tylenol.
Plaintiffs law firm Keller Postman, which has its sole Texas outpost in Austin, has been hired by the state of Texas to pursue a deceptive trade practices lawsuit against Johnson & Johnson and Kenvue over their marketing of Tylenol.
Kenvue shareholders will receive $3.50 per share in cash and 0.14625 Kimberly-Clark shares for each Kenvue share held for a total consideration of $21.01 per share, based on the Kimberly-Clark’s closing price on Oct. 31, according to the companies.
Kimberly-Clark Chairman and CEO Mike Hsu said the company has undertaken a significant transformation over the past several years to pivot to higher-growth, higher-margin businesses while rewiring the organization to work smarter and faster.
“We are excited to bring together two iconic companies to create a global health and wellness leader,” Hsu said. “Kenvue is uniquely positioned at the intersection of [consumer packaged goods] and healthcare, with exceptional talent and a differentiated brand offering serving attractive consumer health categories. With a shared commitment to developing science and technology to provide extraordinary care, we will serve billions of consumers across every stage of life.”
The merger “unites two highly complementary portfolios filled with iconic, beloved brands and everyday essentials that people trust and count on throughout their lives,” according to Kenvue CEO Kirk Perry.
Kimberly-Clark is home to some of the largest consumer brands in the world, including Huggies, Kleenex, Scott, Kotex and Cottonelle among others. The company reported revenue of more than $20 billion in 2024.
Kenvue is a consumer health company with its own collection of iconic brands such as Aveeno, BAND-AID, Johnson’s baby shampoo, Listerine, Neutrogena and Tylenol.
Upon closing of the transaction, which is expected in the second half of 2026, Kimberly-Clark will own about 54 percent of the combined company, and Hsu will serve as chairman and CEO of the company that will keep its headquarters in Irving. Three Kenvue directors will join the board of the new company that is projected to have 2025 total revenue of more than $32 billion and earnings before interest, taxes, amortization and depreciation of about $7 billion.
PJT Partners and JPMorgan Securities served as financial advisors to Kimberly-Clark on the deal, and McKinsey & Co. also advised the company on the transaction. Kenvue’s financial advisors on the deal included Centerview Partners and Goldman Sachs.
More than 50 Kirkland & Ellis lawyers worked on the deal, including corporate attorneys Edward Lee, Kim Hicks (Austin/Houston), Steven Choi, Brett Mele (Austin), Lilly Rohan, Pauline Hodencq, Arjun Mocherla, Dakota Priest (Austin), Danielle Macuil, Ryane Liao and Jack Vande Berg (Austin). Other Kirkland lawyers include J. Robert Fowler (Houston), Stephanie Jeane (Houston) and James Sprague on executive compensation; Andy Veit (Houston), Brittany Taylor (Houston) and Andrea Bucher advising on debt finance, and capital markets lawyers Rachel Sheridan, Shagufa Hossain, Asher Qazi, Christina Thomas, Jessica Monahan, Soo Kyung Chae, Jihao Ding and Sooyeon Lee.
Hicks also co-led another megadeal announced this morning, which will create the 10th largest oil & gas independent in the nation.
Kirkland lawyers Andrea Agathoklis Murino, Jack Coles, Mariana del Carmen Fernandez, Leah Nowak and Tyler Nappo advised on antitrust and competition issues, while Sara Zablotney, Rebecca Fine (Dallas) and Brooke Schafer (Dallas) provided tax counsel.
Employee benefits lawyer Maureen O’Brien and employment and labor lawyers Christie Alcala (Houston) and Jon Link (Houston) worked on the deal, as well, and Shellie Freedman, Rami Sherman, Amani Coutinho, Krystal Egbuchulam and Ugomma Ugwu-Uche advised on technology and IP matters.
Others include healthcare lawyers Dennis Williams, William Richmond, Cooper Barghols (Houston) and Marisa Nardelli; environmental transactions lawyers Paul Tanaka (Bay Area/Houston), Cheyenne Overall and Katherine McKeen; real estate lawyers John Thomas Goldman, Gina Garcia and Natalia Ortiz (Dallas) and international risk lawyers Nick Niles and Andrew Hartford.