Kenvue Inc. · NYSE:KVUE
Kenvue — Merger or Acquisition (November 2025)
28 slides from Kenvue's merger presentation, Nov 3, 2025
Slide 1: Building a Global Health & Wellness Leader
BUILDING A GLOBAL HEALTH & WELLNESS LEADER c +
Slide 2: Important Information for Investors and Stockholders
Important Information for Investors and Stockholders This communication does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction. It does not constitute a prospectus or prospectus equivalent d
Slide 3: Cautionary Statement Regarding Forward-Looking Statements
Cautionary Statement Regarding Forward-Looking Statements Certain matters contained in this communication, including projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on K-C’s and Kenvue’s business and future financial and operating result
Slide 4: Today's Presenters
Mike Hsu Kirk Perry Kimberly-Clark Kenvue Today’s Chairman & Chief Executive Officer Chief Executive Officer c Presenters Sherilyn McCoy Nelson Urdaneta Kimberly-Clark Kimberly-Clark Lead Independent Director Chief Financial Officer + 4
Slide 5: Bringing Together Two Iconic American Companies to Create a Global Health & Wellness Leader
Bringing Together Two Iconic American Companies to Create a Global Health & Wellness Leader Kimberly-Clark acquiring Kenvue, the largest pure-play consumer health company by revenue Powerful next step that builds on success of Kimberly-Clark’s Powering Care transformation c Tremendous complementarit
Slide 6: Opportunity to Create a Preeminent Consumer Health & Wellness Company
Opportunity to Create a Preeminent Consumer Health & Wellness Company Combination of Kimberly-Clark and Kenvue will drive tremendous growth, innovation and go-to-market strength, powered by a commercial engine to fuel sustained global leadership Exceptional Opportunity to scale Uniquely positioned t
Slide 7: Significant Scale With Solutions at Every Stage of Life
Significant Scale With Solutions at Every Stage of Life Creating a preeminent consumer health & wellness leader… …to build the future of consumer-centric care for all Sales in $B1 Leading $54 Baby Care $322 $31 $25 c $20 $19 $17 $15 $15 Advancing Women's Health (Health & wellness3) (Beauty & Persona
Slide 8: Delivering Value to Kenvue Shareholders
Delivering Value to Kenvue Shareholders Transaction follows rigorous Board review of all strategic alternatives c Immediate and compelling value through cash consideration Meaningful upside through ~46% ownership of global health and wellness leader + 8
Slide 9: Kimberly-Clark is the Ideal Partner for Kenvue
Kimberly-Clark is the Ideal Partner for Kenvue Highly complementary portfolios of iconic brands and geographies Shared commitment to delivering advanced innovation with superior science + c Strong, established capabilities at Kimberly-Clark to strengthen category leadership and accelerate growth Pur
Slide 10: Right Opportunity, Right Time
Right Opportunity, Right Time Sherilyn McCoy Kimberly-Clark Direct experience with the power and value of Kenvue’s brands Lead Independent Director “Together, these companies c will serve billions of consumers Kimberly-Clark Board conducted a thorough review and create a global leader of this opport
Slide 11: Kimberly-Clark is a Global Leader in Personal Care and Hygiene Solutions
Kimberly-Clark is a Global Leader in Personal Care and Hygiene Solutions BABY AND CHILD CARE 1 in 4 people globally served daily $70B $17B +5 pts FEMININE CARE Net sales in 20241 Share growth in key markets since 2019 c $40B c 5%+ Category growth in Adult 5 of 8 K-C core categories and Feminine care
Slide 12: We've Been on a Journey to Transform Kimberly-Clark
We’ve Been on a Journey to Transform Kimberly-Clark CORE DRIVERS LED BY OUR Invented 5 of 8 of our Organic Growth Science & Engineering core categories Focused, with 2/3 revenue from Portfolio Personal Care c Gross Margin #1 Advantage score, Capabilities unprecedented 3x winner1 Culture Purpose-led,
Slide 13: We Know How to Create Lasting Impact
We Know How to Create Lasting Impact OUT-INNOVATE OUT-MARKET OUT-ACTIVATE Science-Based Innovation to elevate categories China digital engagement leader Leading retail partner Diapers Premium Mix, % of sales U.S. China 35x Search and interaction 70% sales via eComm; #1 on Douyin #1 68 vs. top compet
Slide 14: We Have a Culture of Operating Excellence and Relentless Cost Discipline
We Have a Culture of Operating Excellence and Relentless Cost Discipline THREE CORE STRATEGIES Tripled annual …resulting in… productivity… Value Stream Simplification End-to-end integrated optimization of cost ~6% $3B+ in cumulative c COGS savings2 Network Optimization Digitally-enabled frictionless
Slide 15: Enhancing Focus on Right-to-Win Spaces
Enhancing Focus on Right-to-Win Spaces Brazil Tissue Mid-2023 Sharpened focus on core personal care categories Personal Protective Equipment Business Mid-2024 c Shifted portfolio towards faster growth, higher margin categories North America Private Label 2022-2025 Reduced exposure to volatile fiber
Slide 16: A Preeminent Consumer Health and Wellness Leader
A PREEMINENT CONSUMER HEALTH AND WELLNESS LEADER c + 16
Slide 17: Kenvue's Portfolio Aligns Closely With Consumer Health Megatrends
Kenvue’s Portfolio Aligns Closely With Consumer Health Megatrends Large and expanding total addressable market $800B annual spending across consumer health spaces1 85% consumers rate health and wellness a top priority Leadership in categories with superior growth rates MSD market growth across Kenvu
Slide 18: We Will Provide Better Solutions for Consumers Throughout Every Stage of Life
We Will Provide Better Solutions for Consumers Throughout Every Stage of Life Powerful portfolio of iconic brands Highly complementary Scaled Consumer that touch more than a billion people throughout life’s journey geographic presence and category mix Health & Wellness Company with Best-in-class bra
Slide 19: Strong Combined Presence in Large, Complementary and Growing Categories
Strong Combined Presence in Large, Complementary and Growing Categories Adult Care Baby Care Family Care Feminine Care OTC Skin Care Oral Care Wound Care c $10 $70 $100 $40 CATEGORY SIZE $140 $180 $50 $4 ($B) + Source: Euromonitor 19
Slide 20: Leading Commercial Execution Across Global Markets
Leading Commercial Execution Across Global Markets N.A. Wellness leader with $16B China playbook and speed for the world In combined Health & Wellness scale Unique and Appealing Consumer Promise $4.5 To drive trade-up $3.2 $3.2 Superior Innovation c cthan market Delivered faster and cheaper $1.7 $1.
Slide 21: A Highly Complementary Market Portfolio
A Highly Complementary Market Portfolio $0.8B $1.0B We can improve the ~$20.1B $0.4B $0.9B lives of billions in $0.8B ~$3.1B geographies where it ~$3.8B $0.4B $0.3B matters most, together $0.6B $2.3B $0.7B $0.3B $1.2B $0.3B $1.1B $0.3B $0.4B $2.0B $0.3B $0.2B + Source: Euromonitor 2024 Retail Sales
Slide 22: Significant Value Creation from Exceptional Synergy Opportunities
Significant Value Creation from Exceptional Synergy Opportunities PRELIMINARY SYNERGY ESTIMATE POWERFUL, DURABLE JOINT VALUE CREATION OPPORTUNITY ~$2.1B Significant synergy potential driven by global TOTAL SYNERGIES scale and expanded reach c c Uniquely positioned to realize opportunity COST SYNE RG
Slide 23: Unlocking Global Cost Savings Opportunities
Unlocking Global Cost Savings Opportunities COST SYNERGY VALUE BREAKDOWN KEY AREAS OF OPPORTUNITY 30% 30% COGS Sales, marketing COGS Sales, marketing G&A and trade spend Optimization Optimization optimization and trade spend optimization optimization $1.9B Negotiate contracts c across jointly procur
Slide 24: Capturing Opportunities in Complementary Categories and Geographies
Capturing Opportunities in Complementary Categories and Geographies REVENUE SYNERGIES KEY AREAS OF OPPORTUNITY $1.4B Resulting in Grow in Core Categories Scale in Complementary Geographies Baby Care c Kimberly-Clark can scale $0.5B Feminine Care Kenvue in China, Mexico, S. Korea and Indonesia in ope
Slide 25: Transaction Overview
Structure • Enterprise Value of approximately $48.7 billion • Kenvue shareholders to receive $3.50 in cash and 0.14625 K-C shares for each Kenvue share, representing total consideration of $21.01 per share Pro Forma • Current K-C shareholders expected to own approximately 54% • Current Kenvue shareh
Slide 26: Maintaining a Robust Balance Sheet
More than 80% of consideration in the form of stock supports a strong pro forma balance sheet Net cash proceeds from IFP Joint Venture1 will be used to lower acquisition debt Maintaining a Robust Balance Sheet c Targeting ~2.0x net leverage within 24 months post close, consistent with current credit
Slide 27: Powerful Financial Algorithm Positioned to Drive Shareholder Value
Powerful Financial Algorithm Positioned to Organic Ahead of Weighted Average Category Drive Shareholder Value Growth1 Growth Outlook built on conservative Adjusted Operating Top-Tier assumptions Profit %2 Positioned for long-term c sustainable value Adjusted Constant creation Significant reinvestmen
Slide 28: Bringing Together Two Iconic American Companies to Create a Global Health & Wellness Leader
Bringing Together Two Iconic American Companies to Create a Global Health & Wellness Leader Kimberly-Clark acquiring Kenvue, the largest pure-play consumer health company by revenue Powerful next step that builds on success of Kimberly-Clark’s Powering Care transformation c Tremendous complementarit