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J&J owns 89.6% of Kenvue’s common stock, which amounts to more than 1.72 billion shares.
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The exchange offer, also known as a split-off, will allow J&J shareholders to swap all or a portion of their shares for Kenvue’s common stock at a 7% discount. The offer is expected to be tax-free, J&J said in a release.
The company noted that the split-off is voluntary for investors and is slated to close on Aug. 18, which is far earlier than expected.
J&J said it received a waiver that dismisses the share lockup period associated with Kenvue’s initial public offering in May. That lockup agreement would have required J&J to wait 180 days to sell any of its shares.
“We believe now is the right time to distribute our Kenvue shares, and we are confident that a split-off is the appropriate path forward to bring value to our shareholders,” J&J CEO Joaquin Duato said in a statement.
Duato added that the split-off will sharpen J&J’s focus on its pharmaceutical and medtech businesses – both of which helped the company beat on second-quarter revenue and adjusted earnings last week.
J&J first announced its intent to launch an exchange offer in its second-quarter earnings report on Thursday, but the company provided few details on the plan. Shares of Kenvue fell following that announcement, despite second-quarter results that also topped Wall Street estimates.
When asked about J&J’s planned exchange offer on Thursday, Kenvue CEO Thibaut Mongon told CNBC’s “Squawk on the Street” that the company is “pleased with the way that the IPO has been received by shareholders.”
“We see a lot of alignment among our new investors in seeing the potential of Kenvue, but I can tell you that we are fully ready to leave as a fully independent company,” he said.
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