Kenvue announces the launch of a secondary offering

SKILLMAN, New Jersey, May 13, 2024–(BUSINESS WIRE)–Kenvue Inc. (NYSE: KVUE) (“Kenvue”) today announced the commencement of an underwritten secondary public offering (the “Offering”) of 182,329,550 shares of its common stock (the “Shares”). . Kenvue is not selling any shares of its common stock and will not receive any proceeds from the sale of shares in the offering or the debt-for-equity exchange (as described below).

In connection with the Offer, Johnson & Johnson (NYSE: JNJ) is expected to exchange 182,329,550 shares of Kenvue common stock for debt of Johnson & Johnson expected to be held by Goldman Sachs & Co. LLC and JP Morgan (collectively, the “selling companies” Shareholders”). Following the debt-for-equity exchange, if completed, the selling shareholders intend to sell the shares to the underwriters in the offering Following completion of the proposed offering, Johnson & Johnson will no longer hold any shares of Kenvue common stock.

Goldman Sachs & Co. LLC, JP Morgan and BofA Securities are acting as co-managers of 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 or offers to buy accepted until the registration statement becomes effective. The Offer 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 email: [email protected]; JP Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email: [email protected] and [email protected]; or BofA Securities, NC1-022-02-25, Attn: Prospectus Department, 201 North Tryon Street, Charlotte, North Carolina 28255, telephone: 1-800-294-1322, or by e-mail: dg [email protected].

This press release constitutes neither an offer to sell nor the 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 offer, solicitation or sale would be illegal.

About Kenvue

Kenvue is the world’s largest consumer health company by revenue. Built on more than a century of heritage, our iconic brands, including Aveeno^®BANDAGE^® Brand, Johnson’s^®Listerine^®Neutrogen^®and Tylenol^®, are backed by science 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 back in the hands of consumers and earn a place in their hearts and homes.

Cautions Regarding Forward-Looking Statements

This press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995 relating to, among other things, statements about the timing and details of the offering, the intent of the selling stockholders of offer the shares of common stock and the number of shares of Kenvue common stock that will be held by Johnson & Johnson following the Offering. Forward-looking statements can 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 differ 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, its Annual Report on Form 10-K and its subsequent quarterly reports on Form 10-Q. and other deposits, available upon 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.

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Contacts

Investor Relations:
Tina Romani (Kenvue)
[email protected]