Kenvue Stock Surges After $48.7 Billion Acquisition Deal – What Investors Should Know

 

A Tale of Two Tickers: Anatomy of the $48.7B Deal and the Market’s Shock Verdict

On November 3, 2025, the consumer packaged goods (CPG) and healthcare landscapes were rocked by a definitive agreement: Kimberly-Clark Corporation (NYSE: KMB), a global personal care leader, will acquire Kenvue Inc. (NYSE: KVUE), the world’s largest pure-play consumer health company, in a colossus-forging transaction.¹ The deal carries an enterprise value of approximately $48.7 billion, a figure that signals one of the most significant consolidations in the sector in years.

This move ends Kenvue’s brief and tumultuous 18-month chapter as an independent company, following its spin-off from Johnson & Johnson in 2023. The transaction, unanimously approved by both boards, is structured as a cash-and-stock deal designed to deliver immediate value to Kenvue’s embattled shareholders while promising transformative, albeit complex, synergies for Kimberly-Clark. ³

Deconstructing the Offer: The $21.01 Per-Share Math

The terms of the agreement stipulate that Kenvue shareholders will receive a mixed consideration for each share of Kenvue common stock they hold: $3.50 in cash and 0.14625 shares of Kimberly-Clark common stock.

This financial structure is heavily weighted toward KMB’s equity, with the stock portion accounting for approximately 83% of the total value. The implied value of the offer is directly tied to the market price of KMB’s stock. Based on Kimberly-Clark’s closing price of $119.71 on October 31, 2025—the last trading day before the announcement—the deal translates to a total consideration of $21.01 per Kenvue share.

This $21.01 figure represents a massive 46.2% premium over Kenvue’s closing price of $14.37 on October 31. For a company whose stock had recently touched a 52-week low of $14.02 and had fallen nearly 39% in the preceding six months, this offer is less an acquisition than a lifeline.

Upon the transaction’s expected close in the second half of 2026, the ownership structure of the new, combined entity will be split. Current Kimberly-Clark shareholders are projected to own approximately 54% of the company, while current Kenvue shareholders will hold the remaining 46% on a fully diluted basis.

 

The Market’s Instant, Brutal Verdict

The stock market’s reaction to the pre-market announcement on November 3 was immediate, divergent, and extraordinarily telling. It was not a story of a simple merger; it was a tale of two starkly different verdicts.

For Kenvue (KVUE), the news was a clear windfall. The stock exploded upward, soaring over 22% in pre-market trading as investors raced to price in the massive 46.2% premium. This surge reflects pure and simple relief, offering a definitive exit for shareholders who had endured a painful ride down from the IPO, culminating in a 52-week low of just $14.02. The deal was, for them, an unambiguous “bailout”.

For Kimberly-Clark (KMB), the acquirer, the market’s verdict was equally swift but brutally negative. KMB shares collapsed, plunging over 15% in pre-market trading. This is not a typical “acquirer’s stock dips” reaction—a 2-5% drop on dilution or premium concerns would be standard. A 15% freefall is a catastrophic wipeout of billions in market capitalisation, signalling a fundamental rejection of the deal’s merits and a profound fear of the liabilities KMB is absorbing.

This stark divergence is the entire story. The market is not celebrating the creation of a CPG giant. It is signalling that Kenvue, while fetching a premium, is transferring an unquantifiable and potentially company-altering risk to Kimberly-Clark. The timing is no coincidence: this deal was announced on November 3, just six days after the Texas Attorney General filed a blockbuster lawsuit against Kenvue on October 28, alleging not only deceptive marketing of Tylenol but also “fraudulent transfer” of liability from J&J. The market’s 15% drop is its clear, unambiguous calculation that this inherited Tylenol liability may be worth more than all the promised synergies combined.

The Strategic Handshake: Forging a $32B Colossus from Tylenol and Kleenex

On paper, the strategic rationale for the merger is a textbook case for CPG consolidation. The transaction creates a global health and wellness powerhouse with a projected combined annual net revenue of approximately $32 billion and adjusted EBITDA of around $7 billion, based on 2025 estimates.

The “On-Paper” Rationale: A Diversified CPG/Health Leader

The official press release celebrates the union of two “iconic American companies” with “highly complementary” portfolios. The new, combined entity will be a leader across an impressive spectrum of consumer categories, boasting a portfolio that includes 10 iconic billion-dollar brands.

Kimberly-Clark’s contribution to this new entity is its vast personal care empire—built on brands like Huggies, Kleenex, Scott, Poise, and Kotex—and its “proven commercial execution playbook” designed to drive in-market performance. KMB brings a legacy of operational efficiency in high-volume, brand-driven CPG categories.

Kenvue brings its “premier consumer health portfolio,” a collection of science-backed, doctor-recommended brands that command immense consumer trust. This includes titans of the medicine cabinet and beauty counter like Tylenol, Neutrogena, Aveeno, Listerine, and Band-Aid.¹⁰ Kenvue’s unique strength lies in its deep relationships with healthcare professionals, including dermatologists, dentists, and paediatricians, which it leverages to support its product innovation and marketing.

Management Commentary: A Vision of “Extraordinary Care”

The leadership of both companies framed the deal in ambitious, visionary terms, emphasising a shared culture of innovation and consumer trust.

Mike Hsu, Kimberly-Clark’s Chairman and CEO, who will lead the combined company, stated, “We are excited to bring together two iconic companies to create a global health and wellness leader. Kenvue is uniquely positioned at the intersection of CPG and healthcare, with exceptional talent and a differentiated brand offering serving attractive consumer health categories. He added that the deal is a “powerful next step” in KMB’s transformation to pivot toward higher-growth businesses.

Kirk Perry, Kenvue’s CEO, echoed this sentiment of complementary strength: “Our combination with Kimberly-Clark unites two highly complementary portfolios filled with iconic, beloved brands and everyday essentials that people trust and count on throughout their lives”. Perry emphasised that the “combined strengths, expanded capabilities… and broader reach will empower us to innovate even faster”.

However, this “complementary” narrative, while true at the supermarket-aisle level, masks a deep potential clash in corporate DNA and, most critically, in risk management. Kimberly-Clark’s core identity is CPG: a business of high-volume, relatively low-margin, and low-liability products. Its greatest risks are typically supply chain costs and market share erosion. Kenvue’s identity, inherited from Johnson & Johnson, is what Mike Hsu himself terms the “intersection of CPG and healthcare”. Its products, particularly Tylenol, are not just consumer goods; they are over-the-counter drugs that carry the risk of pharmaceutical-level mass-tort litigation.

Kimberly-Clark’s management team is acquiring a portfolio that demands a world-class, battle-hardened legal and regulatory defence apparatus—a competency that a CPG company focused on paper towels and diapers may not possess. The strategic fit looks immaculate on a branding presentation but threatens to be a catastrophic mismatch in the courtroom and in front of regulators. KMB’s vaunted “commercial execution playbook” ¹ does not include a chapter on managing multi-billion-dollar lawsuits alleging links to birth defects.

The Synergy Blueprint: A $2.1 Billion Bet on Efficiency

The financial justification for this $48.7 billion acquisition hinges on a massive, ambitious synergy target. The deal’s math is predicated on the belief that combining these two giants will unlock enormous efficiencies, fundamentally justifying the premium paid.

The Financial Engineering of the Deal

The companies have publicly identified a staggering $2.1 billion in total anticipated run-rate synergies. This figure is the central pillar of the bull case for the merger.

This total is broken down into two main components:

1. Cost Synergies: Approximately $1.9 billion in cost savings, expected to be “captured in the first three years following closing”. These savings would presumably come from integrating global supply chains, consolidating administrative functions, optimising manufacturing footprints, and leveraging combined media and marketing spends.
2. Revenue Synergies: Approximately $500 million in incremental profit from new revenue opportunities, expected to be realised “within four years post close”. This implies applying KMB’s commercial engine to Kenvue’s brands or expanding Kenvue’s science-backed products through KMB’s global distribution channels.

This $2.1 billion total is net of a planned $300 million reinvestment, likely earmarked for R&D and brand support to fuel the combined entity’s growth.

However, unlocking these synergies will not be cheap. The companies have disclosed an expected $2.5 billion in cash costs over the first two years post-closing simply to achieve these savings.¹ This is a hard, non-negotiable cash outflow that will be required to fund the complex integration, restructuring, and severance.

 

The Valuation Case: How Synergies Justify the Price

This $2.1 billion synergy figure is the financial alchemy that makes the acquisition price palatable. The total consideration represents an acquisition multiple of approximately 14.3x Kenvue’s LTM (Last Twelve Months) adjusted EBITDA. This is a full, if not rich, valuation for a business with Kenvue’s recent growth struggles.

However, KMB’s management argues that when factoring in the $2.1 billion in expected run-rate synergies, the acquisition multiple drops to a far more attractive 8.8x.¹ This synergy-adjusted multiple is the core of the financial argument presented to KMB shareholders. Based on this math, the company projects the transaction will be accretive to Kimberly-Clark’s adjusted earnings per share (EPS) by the second year post-closing.

The market, however, has called this synergy blueprint a mirage. The 15% collapse in KMB’s stock is a clear vote of no confidence in the $2.1 billion number. This scepticism is well-founded. First, Kenvue was not an unoptimized, lethargic company; it was a company already under a “comprehensive review of strategic alternatives”  and intense pressure from activists like Starboard Value precisely to cut costs and streamline operations. The “low-hanging fruit” for synergies may have already been identified or harvested by Kenvue’s own management.

Second, and far more critically, achieving $1.9 billion in complex operational and supply chain synergies is a monumental task that requires the undivided, laser-focused attention of the entire senior management team. Where will KMB CEO Mike Hsu’s attention be for the next three years? Will he be laser-focused on integrating diaper and mouthwash supply chains in Southeast Asia? Or will he be consumed by a multi-billion-dollar, state- and federal-level legal crisis over Tylenol that threatens the combined company’s balance sheet?

The market is betting on the latter. It is treating the $2.5 billion cost-to-achieve as a hard, real cash cost, while treating the $2.1 billion synergy benefit as a hypothetical projection that is now hostage to a massive legal distraction. The 15% stock drop shows the market is valuing the Tylenol risk at well over $2.1 billion, completely negating the entire financial premise of the deal.

The Activist-Spurred Exit: Kenvue’s Path to the Bargaining Table

To understand why Kimberly-Clark was able to acquire Kenvue and why Kenvue’s board agreed, one must look at the target company’s brief, troubled history. This was not a merger of equals. It was the culmination of a forced-sale process initiated by activist investors who had targeted Kenvue as a distressed and underperforming asset.

A Company Under Siege: Kenvue’s Disastrous 2024-2025

Since its high-profile spin-off from Johnson & Johnson in May 2023, Kenvue has been a profound disappointment to investors. Activist investors publicly cited the company’s “persistent disappointing and deteriorating financial results” as their reason for intervening.

The numbers supported their grim assessment. Kenvue missed its 2024 net sales growth expectations of 1-3%, reporting a dismal 0.1% growth for the year. The 2025 outlook was even worse, projecting a net sales change of -1% to +1%. This performance caused the stock to haemorrhage value, falling 39% in the six months prior to the deal and hitting a 52-week low of $14.02.

The Q3 2025 results, which Kenvue was forced to announce concurrently with the merger, confirmed the rot. Quarterly revenue came in at $3.76 billion, missing consensus forecasts of $3.83 billion. Net sales fell 3.5% from the prior year, driven by a 4.4% drop in organic sales. The company was, by all measures, floundering.

The Activists Circle: Starboard, TOMS, and Third Point

This combination of world-famous brands and a collapsing stock price made Kenvue a prime target for activist investors. A “wolf pack” of well-known hedge funds built positions in the ailing company, including Starboard Value, TOMS Capital, and Dan Loeb’s Third Point.

Their engagement was aggressive. Starboard, which began investing in October 2024, prepared for a proxy fight. In March 2025, Kenvue’s board capitulated, settling with the activist by granting its CEO, Jeffrey Smith, a seat on the board. This effectively put the activists in the driver’s seat. Simultaneously, TOMS Capital was publicly agitating for a full sale of the company or, at a minimum, major asset divestitures.

The “Strategic Review” that Became a Fire Sale

The activist pressure reached its zenith in the summer of 2025. In July, the Kenvue board, now including Starboard’s representative, took decisive action. CEO Thibaut Mongon was ousted, effective immediately.

In the very same announcement, the board declared it was advancing a “comprehensive review of strategic alternatives”. This is Wall Street-euphemism for “the company is for sale.” The board retained elite bankers at Centerview Partners and consultants at McKinsey & Co. to oversee this process. Kirk Perry, a Kenvue director with a CPG background, was named interim (and later permanent) CEO to manage the company through this sale process.¹¹ Kenvue had already begun exploring the sale of smaller brands like Clean & Clear and Maui Moisture, but the activists clearly wanted a full-company solution.

This context is everything. Kimberly-Clark is not buying a healthy, growing peer it has long admired. It is buying a distressed asset at the end of a formal, banker-led, activist-forced auction. The activists, particularly Starboard, have now achieved their goal: a clean exit at a massive 46% premium. This was a massive win for them.

This dynamic strongly suggests Kimberly-Clark may have been the “greater fool” in this scenario. So desperate for transformative growth that its own portfolio lacked, KMB’s management stepped up and “won” the auction, willingly absorbing all of Kenvue’s problems—and, crucially, its legal toxicity—to get its hands on the brands. KMB didn’t just buy Kenvue; it solved Starboard Value’s problem for them.

Expert Analysis: Kimberly-Clark Is Not Just Buying Kenvue; It Is Acquiring the Tylenol Liability

The 15% collapse in Kimberly-Clark’s stock is not a mystery. It is a direct and rational market calculation of the single greatest risk in this deal, a risk that appears to have been fatally underestimated by KMB management: the massive, unquantified, and potentially existential legal liability tied to Kenvue’s cornerstone brand, Tylenol.

The “Original Sin”: The Tylenol Autism/ADHD Litigation

For years, Kenvue (and J&J before it) has been defending itself against a growing body of litigation. This includes a large, consolidated multi-district litigation (MDL). The core allegation is explosive: that the companies knew of, and actively concealed, evidence linking the use of acetaminophen (Tylenol’s active ingredient) during pregnancy to a significantly increased risk of children developing autism spectrum disorder (ASD) and attention-deficit/hyperactivity disorder (ADHD).

Kenvue has consistently and vigorously defended the product, stating that “Rigorous, independent research… confirms that there is no proven link”  and that the claims “lack legal merit and scientific support”. The company had, in fact, scored a major victory in the federal MDL when U.S. District Judge Denise Cote barred plaintiffs’ expert witnesses, ruling their scientific evidence was inadequate. This was a known and seemingly manageable legal risk.

The “Smoking Gun”: The Texas AG’s “Fraudulent Transfer” Lawsuit

That entire legal calculus changed just days before the merger was announced. On October 28, 2025, Texas Attorney General Ken Paxton filed a new, separate, and far more dangerous lawsuit against both Johnson & Johnson and Kenvue.

This lawsuit makes two devastating claims:

1. Deceptive Marketing: It alleges the companies violated the Texas Deceptive Trade Practices Act by deceptively marketing Tylenol as “the only safe painkiller for pregnant women” while knowing and hiding the alleged risks.
2. Fraudulent Transfer: This is the bombshell. The Texas AG lawsuit explicitly alleges that Johnson & Johnson violated the Texas Uniform Fraudulent Transfer Act. It claims J&J created Kenvue in the 2023 spin-off with the specific, illegal intent to “fraudulently transfer liabilities arising from Tylenol” to the new, less-capitalised entity. The suit alleges this was a bald-faced attempt to “shield their assets against lawsuits”.

This legal argument, known as a “Texas Two-Step” bankruptcy-style manoeuvre, is exactly what J&J previously attempted with its talc-powder liabilities, a move that was ultimately rejected by the courts.

The 15% plunge in KMB’s stock is the market’s immediate and terrified reaction to this “fraudulent transfer” claim. The federal MDL was a manageable product liability case. The Texas lawsuit is an existential challenge to Kenvue’s very corporate structure.

Kimberly-Clark is not just buying a $48.7 billion asset with some legal baggage. It is buying a company that a sovereign state (Texas) has now publicly branded as a potential shell corporation created to house J&J’s legal toxicity. This is a nightmare scenario. If the “fraudulent transfer” claim holds up in court, it could theoretically unwind the spin-off or create a pathway for all Tylenol plaintiffs to pierce Kenvue’s corporate veil and go after J&J’s much deeper pockets.

For KMB, this means it has now acquired this legal battle. It is no longer just a product liability defendant; it is the owner of an entity whose very legitimacy is in question. KMB management’s focus will not be on synergies. It will be on this multi-front legal war, and its investors are pricing in a multi-billion-dollar check that KMB may have to write to make it go away.

The Regulatory Gauntlet: Why the FTC May Block This CPG Behemoth

Beyond the staggering Tylenol liability, this transaction faces a second, equally formidable hurdle: an aggressive, sceptical, and empowered regulatory body in Washington. The deal’s own timeline is a tacit admission of the fight to come.

The H2 2026 Timeline: A Signal of a Long Fight

The companies have indicated that the transaction is not expected to close until the second half of 2026. This is not a “customary” 6-9 month closing period. An 18-to-24-month timeline is a clear signal from management and their legal teams that they are digging in for a protracted, gruelling battle with antitrust regulators, most notably the Federal Trade Commission (FTC). This timeline bakes in the assumption of a “Second Request,” a deep, data-intensive investigation by the agency.

An Aggressive FTC vs. CPG Consolidation

Kimberly-Clark and Kenvue are attempting this megamerger in the most hostile antitrust environment in decades. The current leadership of both the FTC and the Department of Justice (DOJ) has voiced profound scepticism of large-scale horizontal and vertical mergers, particularly in consumer-facing industries.³⁷

The agencies’ new merger guidelines, revised in 2023, are explicitly designed to challenge deals that consolidate market power, even with minimal direct overlap, by looking at a “series of acquisitions” or the potential to “reinforce dominance”. The FTC is highly committed to preventing mergers it believes will lead to “higher prices, lower quality goods or services, or less innovation”. Furthermore, current FTC leadership has openly stated its belief that “divestiture” remedies—where a merging company sells off an overlapping brand to get a deal approved—are often failures, signalling they would prefer to block a deal entirely rather than negotiate a “fix”.

The “Plant-Based” Wipes Overlap: A Specific Antitrust Hook

While the companies will argue their portfolios are complementary (e.g., diapers vs. skin care), regulators will hunt for specific overlaps to build a case. They have found a perfect, modern, and populist hook: the “natural” and “plant-based” wipes market.

Recent legal filings reveal a critical vulnerability for both companies.

• Kimberly-Clark is already facing consumer class-action lawsuits alleging its Huggies “Simply Clean” baby wipes are deceptively marketed as “plant-based” when they allegedly contain PFAS “, forever chemicals”.
• Kenvue is also facing near-identical consumer lawsuits alleging its Neutrogena and Aveeno makeup-removing wipes are deceptively marketed as “100% plant-based” when they contain numerous synthetic, chemically processed ingredients.

This is a gift to the FTC. Regulators will not define the market narrowly as “baby wipes” and “makeup wipes.” They will, and can, define it as the “premium, ‘natural,’ or ‘plant-based’ consumer wipes market.” In this high-growth, high-margin segment, KMB and KVUE are two of the largest and most significant competitors.

The fact that both companies are simultaneously facing litigation for the same alleged deceptive practice (“greenwashing”) is powerful evidence for the FTC. The agency will argue that this “parallel, deceptive conduct” shows the market is already non-competitive and that consumers are already being harmed. They will argue that merging these two companies will only further entrench these anti-consumer practices, reduce the pressure on either firm to innovate (e.g., to actually create 100% plant-based wipes), and allow them to tacitly coordinate on marketing, pricing, and ingredients. This specific, easy-to-understand overlap gives the FTC a strong, modern case to block the deal entirely, irrespective of traditional market-share calculations in broader categories.

A Guide for the Stakeholder: What KVUE and KMB Investors Must Do Now

The announcement of this $48.7 billion deal has fundamentally altered the investment thesis for both Kenvue and Kimberly-Clark. The path forward for shareholders of each company is now fraught with distinct risks and requires a clear-eyed decision.

For Kenvue (KVUE) Shareholders: The Premium vs. The Spread

For Kenvue shareholders who held the stock at its $14.37 close, the $21.01 implied offer is a windfall. However, the stock’s 22% jump on November 3 will not close the full gap to $21.01. The difference between the current trading price and the full deal value is known as the “merger arbitrage spread”.

This spread is not free money; it is the market’s price for risk. The spread in this deal is wide for two critical reasons:

1. Regulatory Risk: There is a significant, non-trivial probability that the FTC will sue to block this deal, as detailed in the previous section. If the deal breaks, Kenvue’s stock will collapse, likely back to its pre-deal lows near $14, as it would be a “failed” asset mired in legal battles.
2. Acquirer Stock Risk: 83% of the $21.01 value is not cash; it is KMB stock. That value was calculated using KMB’s October 31 price. KMB stock has since plunged 15%. If the Tylenol crisis worsens, KMB’s stock could fall further over the next 18 months, eroding the value of the deal. By the time the deal closes in H2 2026, the 0.14625 KMB shares may be worth far less.

Kenvue shareholders face a clear choice:

• Sell Now: Lock in the massive, 22%+ one-day gain. This liquidates the position, avoids all regulatory and KMB-related stock risk, and represents a clear “win” given the stock’s performance over the last year.
• Hold for the Deal: Become a merger arbitrageur. This is a high-risk bet that the deal will close at or near its $21.01 value, that KMB’s stock will stabilise, and that regulators will be placated. This is a gamble for the last few dollars of the spread.
• Hold Long-Term: Plan to accept the $3.50 in cash and the 0.14625 KMB shares, intending to be a long-term shareholder of the new, combined company. This is the least logical position, as it involves willingly taking on the massive Tylenol and integration risks that KMB shareholders are desperately trying to exit.

For Kimberly-Clark (KMB) Shareholders: The Dividend is in Danger

For KMB shareholders, the situation is far more dire. Most investors hold KMB not for high growth, but for its stable, reliable dividend. The company is a “Dividend King,” having increased its dividend payout for 53 consecutive years. The 15% stock collapse is a sign that the market believes this acquisition has put that dividend in mortal danger.

The KMB dividend now faces a “Triple Threat”:

Threat 1: A Weak Starting Point

Before this deal was announced, KMB’s dividend was already flashing warning signs. Its dividend payout ratio stood at a very high 83.8%.45 Analysts had already noted that the dividend was “not well covered by free cash flow”.46 The company had no financial flexibility for a major strategic shock.

Threat 2: The New Debt & Integration Costs

The deal requires KMB to fund $6.8 billion in upfront cash consideration for KVUE shareholders 1 and another $2.5 billion in cash costs to achieve the synergies.4 This $9.3 billion in new obligations will be funded by cash on hand, new debt, and proceeds from other sales.1 This new debt will have senior claims on the company’s free cash flow, pushing the dividend further down the priority list.

Threat 3: The Tylenol Legal Black Hole

This is the new, existential threat. Prudent corporate governance dictates that KMB’s board must now begin to build a massive cash reserve—potentially billions of dollars—to handle a future Tylenol settlement or judgment. This cash must be diverted from free cash flow. This directly “starves” the dividend.

KMB shareholders must now make a choice:

• Sell Now: Conclude that management has committed a “bet the company” blunder, that the 15% drop is just the beginning, that the Tylenol risk is real, the synergies are a mirage, and the dividend is at high risk of being cut.
• Hold and Pray: Trust CEO Mike Hsu. This requires believing the $2.1B synergies are real, the Tylenol risk is overblown (and J&J will somehow be forced to pay), and KMB can successfully integrate the assets, grow earnings, and save its 53-year dividend streak.

Wall Street’s consensus “Hold” ratings on KMB from before the deal are now obsolete. A wave of analyst downgrades and price target cuts is all but certain.

Concluding Expert Judgment: A High-Risk, Company-Defining Transformation

This is not a “synergy” play; it is a high-stakes, company-defining gamble. Kimberly-Clark, a stable but slow-growing CPG giant, has attempted to solve its structural growth problem by acquiring a portfolio of world-class, “must-have” consumer health brands. In doing so, it has simultaneously and, perhaps, naively acquired a “must-not-have” legal crisis in the Tylenol litigation and guaranteed a costly, protracted regulatory war with the FTC.

The entire bull case for this $48.7 billion transaction rests on a central contradiction. The $2.1 billion synergy promise requires years of flawless, focused, and complex operational integration. The Tylenol crisis, supercharged by the “fraudulent transfer” lawsuit, guarantees management’s attention will be 100% distracted by legal, political, and balance-sheet defence. Both of these things cannot be true.

The market’s 15% evisceration of KMB’s stock  is the most accurate and sober analysis of this deal. It correctly identifies Kenvue’s activist-driven sale as a “bailout” for KVUE shareholders  and a catastrophic, bet-the-company risk transfer for KMB shareholders. Kimberly-Clark management wanted to buy Tylenol, Neutrogena, and Band-Aid; what they have truly acquired, and what their shareholders now own, is the Tylenol liability