8-KMaterial AgreementsExhibits & Filings

JOHNSON & JOHNSON 8-K Report, Material Agreement (May 8, 2023)

Filed May 8, 2023For Securities:JNJ

Summary

Johnson & Johnson (JNJ) has reported the completion of Kenvue Inc.'s initial public offering (IPO) on May 8, 2023. Kenvue, previously a wholly-owned subsidiary, offered 198,734,444 shares at $22.00 per share, raising approximately $4,241 million in net proceeds. These proceeds will be paid to Johnson & Johnson as partial consideration for the consumer health business transferred to Kenvue. Following the IPO, Johnson & Johnson retains a significant stake, owning approximately 89.6% of Kenvue's outstanding common stock. As a result, Johnson & Johnson will continue to consolidate Kenvue's financial results. The company also entered into a comprehensive Separation Agreement with Kenvue, outlining key corporate actions, asset and liability allocation, and agreements related to Kenvue's relationship with Johnson & Johnson post-IPO, including potential future dispositions of Kenvue shares.

Key Highlights

  • 1Kenvue Inc., Johnson & Johnson's consumer health business, successfully completed its IPO on May 8, 2023, raising approximately $4.24 billion.
  • 2Johnson & Johnson retains a controlling stake of approximately 89.6% in Kenvue following the IPO.
  • 3Johnson & Johnson will continue to consolidate Kenvue's financial results into its own.
  • 4Proceeds from the IPO will be paid to Johnson & Johnson as partial consideration for the transferred consumer health business.
  • 5A comprehensive Separation Agreement was executed between JNJ and Kenvue, detailing terms of separation, asset/liability allocation, and future relationship.
  • 6Various other material agreements, including tax, employee matters, intellectual property, trademark, and registration rights agreements, were finalized.
  • 7The IPO and related agreements are part of Johnson & Johnson's strategic plan to separate its consumer health business.

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