This is the largest split-off transaction ever done

Davis Polk advised the dealer managers for Johnson & Johnson in connection with the offer by Johnson & Johnson to exchange up to 1,533,830,450 shares of common stock of Kenvue Inc. for outstanding shares of Johnson & Johnson common stock. The exchange offer was oversubscribed, and Johnson & Johnson accepted 190,955,436 shares of Johnson & Johnson common stock in exchange for the 1,533,830,450 shares of Kenvue common stock owned by Johnson & Johnson. The exchange was the largest split-off transaction ever done.

Kenvue is the world’s largest pure-play consumer health company by revenue. Built on more than a century of heritage, its iconic brands, including Aveeno, BAND-AID Brand Adhesive Bandages, Johnson’s, Listerine, Neutrogena and Tylenol, are science-backed and recommended by healthcare professionals around the world.

The Davis Polk capital markets team included partners John B. Meade and Roshni Banker Cariello, counsel Jacqueline Marino and associate Jenny Li. Partner William A. Curran provided tax advice. Partner Matthew J. Bacal and counsel Christopher C. Woller provided intellectual property advice. Counsel David A. Zilberberg provided environmental advice. Special counsel Donald S. Bernstein and associate Hailey W. Klabo provided restructuring advice. All members of the Davis Polk team are based in the New York office.

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