The Ademi Firm is investigating Kenvue (NYSE: KVUE) for possible breaches of fiduciary duty and other violations of law in its transaction with Kimberly-Clark.
In the transaction, Kenvue shareholders will receive $3.50 per share in cash and 0.14625 Kimberly-Clark shares for each Kenvue share held, totaling $21.01 per share based on October 31 closing prices. Upon completion, current Kimberly-Clark shareholders will own approximately 54% of the combined company, while Kenvue shareholders will own approximately 46%.
Kenvue insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Kenvue by imposing a significant penalty if Kenvue accepts a competing bid. We are investigating the conduct of the Kenvue board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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