Johnson & Johnson Announces Preliminary Results of Kenvue Inc. Exchange Offer
Johnson & Johnson (NYSE: JNJ) today announced that, based on preliminary results, its previously announced offer to its shareholders to exchange their shares of Johnson & Johnson common stock for shares of Kenvue Inc. (NYSE: KVUE) (“Kenvue”) common stock owned by Johnson & Johnson was oversubscribed. The exchange offer expired at 12:00 midnight, New York City time, at the end of the day on August 18, 2023. Under the terms of the exchange offer, 8.0324 shares of Kenvue common stock will be exchanged for each share of Johnson & Johnson common stock accepted in the exchange offer.
According to the exchange agent, Computershare Trust Company, N.A., 802,707,331 shares of Johnson & Johnson common stock were validly tendered and not validly withdrawn, including 250,407,279 shares that were tendered by notice of guaranteed delivery. Johnson & Johnson intends to accept 190,955,436 of the tendered shares in exchange for the 1,533,830,450 shares of Kenvue common stock owned by Johnson & Johnson. Because the exchange offer was oversubscribed, Johnson & Johnson is accepting only a portion of the shares of its common stock that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered. Shareholders who owned fewer than 100 shares of Johnson & Johnson common stock, or an “odd-lot,” who have validly tendered all of their shares, will not be subject to proration, in accordance with the terms of the exchange offer.
Based on the total number of shares of Johnson & Johnson common stock reported to be tendered prior to the expiration of the exchange offer, it is estimated that approximately 23.8% of the tendered shares of Johnson & Johnson common stock will be exchanged, assuming all shares tendered by guaranteed delivery procedures are delivered under the terms of the exchange offer. This preliminary proration factor is subject to change based on the number of tendered shares that satisfy the guaranteed delivery procedures, as well as the number of “odd-lot” shares that were validly tendered and are not subject to proration. Johnson & Johnson expects to announce the final proration factor on August 23, 2023, promptly following the expiration of the guaranteed delivery period. Shares of Johnson & Johnson common stock tendered but not accepted for exchange will be returned to the tendering shareholders in book-entry form promptly after the final proration factor is announced. Following the completion of the exchange offer, Johnson & Johnson will retain approximately 9.5% of the outstanding shares of Kenvue common stock.
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.