New York, Jan 29, 2026, 11:20 EST — Regular session underway.
- Kenvue shares barely moved following shareholder approval of Kimberly-Clark’s acquisition plan
- The deal requires regulatory approval and is expected to close in the second half of 2026
- KVUE is trading under the offer’s implied value, putting merger-arb spreads in the spotlight
Kenvue Inc shares edged up roughly 0.1% to $17.35 in late morning trading Thursday, following investor approval of the proposals required for Kimberly-Clark’s acquisition of the consumer health firm.
This vote is crucial—it clears the largest procedural barrier to a deal that’s made KVUE a merger-arbitrage play. When takeover talks drive a stock, traders typically value it based on the offer price plus the likelihood and timing of the deal closing.
Regulatory filings reveal that Kenvue shareholders will get $3.50 in cash plus 0.14625 Kimberly-Clark shares for every Kenvue share they hold. This exchange ratio ties KVUE’s value closely to KMB’s stock performance. Using Kimberly-Clark’s most recent price, the total deal values each Kenvue share at about $18.07, with a spread that factors in timing and the risk the deal might not close.
Preliminary vote counts show roughly 96% of shares at Kimberly-Clark’s meeting approved issuing shares for the deal. At Kenvue, about 99% of votes cast supported the merger agreement, covering around 77% of its outstanding shares. Kimberly-Clark CEO Mike Hsu called the approval an “exciting milestone.” Kenvue CEO Kirk Perry added that combining portfolios will let the companies “accelerate innovation.” 1
The companies said final vote results remain subject to certification and will be disclosed in separate Form 8-K filings. They confirmed the deal is still on track to close in the second half of 2026, contingent on regulatory approvals and other closing conditions. 2
Kimberly-Clark secured shareholder approval as it pushes a shift toward consumer health. On Tuesday, the company surpassed quarterly profit expectations, helped by cost controls and steady demand for essentials. It called the Kenvue deal a crucial part of this strategy. Morningstar analyst Erin Lash praised management’s emphasis on innovation and marketing over relying on promotions to boost sales. 3
Kenvue announced capital returns a day earlier, setting a quarterly dividend of $0.2075 per share. The payout is scheduled for Feb. 25 to shareholders recorded by Feb. 11. 4
At the moment, the stock feels less like an independent consumer-health play and more like a deal stub. The cash component provides a cushion, but the equity stake leaves Kenvue holders vulnerable to Kimberly-Clark’s market moves — and the timeline for the deal’s closure.
The risk here is the deal could stall or face regulatory hurdles, pushing the spread wider. A sudden move in KMB’s stock, a more stringent antitrust review, or shifts in financing terms might disrupt the calculations and send KVUE trading further below the implied consideration.
Next on the docket: traders await the certified vote counts in the expected 8-K filings, watching closely for clues on how fast regulators will move. Meanwhile, income-focused investors have their eyes on the Feb. 11 dividend record date.
