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J&J investors can soon swap shares for Kenvue stock

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Thibaut Mongon, CEO and Paul Ruh CFO of Kenvue Inc. a Johnson & Johnson’s consumer-health business, pose together during the company’s IPO at the New York Stock Exchange (NYSE) in New York City, U.S., May 4, 2023.

Brendan McDermid | Reuters

Johnson & Johnson on Thursday said its shareholders will soon be able to swap their shares for stock of Kenvue, which spun out as an independent consumer health company just two months ago.

J&J owns nearly 90% of Kenvue shares and plans to reduce its stake through an exchange offer that could launch “as early as the coming days,” depending on market conditions, J&J CFO Joseph Wolk said during the company’s second-quarter earnings call. 

That process, also known as a split-off, will allow J&J shareholders to exchange all or a portion of their shares for Kenvue’s common stock. J&J did not provide further details on the planned offer.

But Wolk said a split-off is the “most advantageous form of separation” for J&J. He added that after the split, Kenvue will most likely have a shareholder base that wants to own its stock.

When asked about J&J’s planned exchange offer, 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. 

Kenvue shares fell following the announcement Thursday, even though the company beat earnings and revenue estimates in its first quarterly report since its IPO. Kenvue also initiated a quarterly cash dividend of about 20 cents per share for the third quarter, payable to shareholders on Sept. 7.

J&J’s second-quarter results also beat expectations on Thursday, sending the company’s stock 6% higher. 

Previously, J&J did not disclose whether it would divest its Kenvue shares through a split-off or a spinoff. The latter would involve distributing Kenvue stock to existing J&J shareholders rather than giving them the option to exchange. 

The suggested timing of the offer came as a surprise.

Kenvue’s IPO filing in April said J&J agreed to wait 180 days to sell or transfer its shares of the new company, which would have limited any split-off until the end of October at the earliest. 

The filing said J&J would only be able to do so with written permission from Goldman Sachs and JPMorgan Chase, the IPO’s lead underwriters.

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