Kenvue Announces Launch of Secondary Offering

May 13, 2024 at 06:46 AM EDT

Kenvue Inc. (NYSE: KVUE) (“Kenvue”) announced today the launch of a secondary underwritten public offering (the “Offering”) of 182,329,550 shares of its common stock (the “Shares”). Kenvue is not selling any shares of common stock and will not receive any proceeds from the sale of the Shares in the Offering or from the debt-for-equity exchange (as described below).

In connection with the Offering, Johnson & Johnson (NYSE: JNJ) is expected to exchange 182,329,550 shares of Kenvue’s common stock for indebtedness of Johnson & Johnson expected to be held by Goldman Sachs & Co. LLC and J.P. Morgan (collectively, the “Selling Shareholders”). Following the debt-for-equity exchange, if consummated, the Selling Shareholders intend to sell the Shares to the underwriters in the Offering. After the completion of the proposed Offering, Johnson & Johnson will no longer own any shares of Kenvue’s common stock.

Goldman Sachs & Co. LLC, J.P. Morgan and BofA Securities are acting as joint lead book-running managers for the Offering.

A registration statement on Form S-1 relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. The Offering will be made only by means of a prospectus. A copy of the preliminary prospectus relating to the Offering may be obtained from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316, or by emailing: prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by emailing: prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; or BofA Securities, NC1-022-02-25, Attention: Prospectus Department, 201 North Tryon Street, Charlotte, North Carolina 28255, telephone: 1-800-294-1322, or by emailing: dg.prospectus_requests@bofa.com.

This press release is neither an offer to sell nor a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Kenvue

Kenvue is the world’s largest pure-play consumer health company by revenue. Built on more than a century of heritage, our iconic brands, including Aveeno^®, BAND-AID^® Brand, Johnson’s^®, Listerine^®, Neutrogena^®, and Tylenol^®, are science-backed and recommended by healthcare professionals around the world. At Kenvue, we believe in the extraordinary power of everyday care and our teams work every day to put that power in consumers’ hands and earn a place in their hearts and homes.

Cautions Concerning Forward-Looking Statements

This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things, statements about the timing and details of the Offering, the Selling Shareholders’ intent to offer the shares of common stock and the number of shares of Kenvue’s common stock to be held by Johnson & Johnson following the Offering. Forward-looking statements may be identified by the use of words such as “plans,” “expects,” “will,” “anticipates,” “estimates” and other words of similar meaning. Readers are cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Kenvue and its affiliates.

A list and descriptions of risks, uncertainties and other factors can be found in Kenvue’s filings with the Securities and Exchange Commission, including its registration statement on Form S-1, Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings, available on request from Kenvue. Kenvue and its affiliates undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or developments or otherwise.