The Board of Directors of Johnson & Johnson (NYSE:JNJ) intent to spin off Consumer Health Business on November 12, 2021. As of July 24, 2023, Johnson & Johnson intends to split off 80.1% stake in Consumer Health Business through an exchange offer. The exchange offer will permit Johnson & Johnson shareholders to exchange some, all or none of their shares of Johnson & Johnson common stock for shares of Kenvue common stock. Post completion, Consumer Health Business will become two standalone companies. As of August 21, 2023, 802,707,331 shares of J&J Common Stock were validly tendered and not validly withdrawn, including 250,407,279 shares of J&J Common Stock that were validly tendered by notice of guaranteed delivery. Because the Exchange Offer is oversubscribed, Johnson & Johnson will accept only a portion of the shares of J&J Common Stock that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered.

The transaction is subject to the satisfaction of certain conditions including, among others, consultations with works councils and other employee representative bodies, as required, final approval of Johnson & Johnson?s Board of Directors, receipt of a favorable opinion and Internal Revenue Service ruling with respect to the tax-free nature of the transaction, and the receipt of other regulatory approvals. Completion is expected by the end of 2022. As per update on May 11, 2022, separation is expected to complete in 2023. As of September 28, 2022, the Consumer Health Business has been renamed as Kenvue. Usage of the new company logo and corporate brand identity will be effective upon completion of the planned separation. As of November 30, 2022, Johnson & Johnson announced that it has elected Chief Executive Officer Joaquin Duato to take on the additional role of Chairman. As of May 11, 2022, Johnson & Johnson announced the appointment of Thibaut Mongon as Chief Executive Officer Designate and Paul Ruh as Chief Financial Officer Designate of the future, listed New Consumer Health Company. Johnson & Johnson Filed for Initial public offering for Consumer Health Business Division Kenvue on January 5, 2023, to list its consumer healthcare division as a stand-alone company. Johnson & Johnson launched a roadshow for the initial public offering and Kenvue has applied to list its common stock on the New York Stock Exchange under the symbol ?KVUE. As per disclosure of September 28, 2022, the deal is expected to be closed by November 2023.

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as financial advisors to Johnson & Johnson, Cravath, Swaine & Moore LLP and Maria Eberle, Alan Zoccolillo, Claudia Poernig, Irina Shestakova, Federico Cuadra del Carmen., Susan Eandi, Graham Stuart, Khelin Aiken, Lisa Rosaya, Joseph Deng, Sofia Chesnokova, Liliana Hernandez Salgado, Christopher Guldberg, Jonathan Tuck of Baker & McKenzie LLP are acting as legal counsel to Johnson & Johnson. Ernst & Young LLP acted as financial advisor for Johnson & Johnson. Min-tze Lean of Wong & Leow LLC acted as legal advisor to Johnson & Johnson (NYSE:JNJ). Davis Polk & Wardwell LLP advised the representatives of the several initial purchasers. Computershare Trust Company, Inc acted as a exchange agent in the transaction.

Johnson & Johnson completed the Split-Off of 80.1% stake in Kenvue Inc. (NYSE:KVUE) on August 23, 2023.