On 13 October 2026, the European Commission cleared the proposed acquisition of Kenvue Inc. by Kimberly-Clark Corporation under the EU Merger Regulation. Clearance is conditional upon Kimberly-Clark fully complying with the commitments it submitted to the Commission.
Merger control proceedings before the European Commission
Phase I review of the concentration
The proceedings are being conducted under Case M.12330 “KIMBERLY-CLARK / KENVUE” on the basis of Regulation (EC) No 139/2004. The companies concerned notified the concentration to the Commission on 25 August 2026. The description of the proposed transaction is dated 26 August 2026; notice of the notification was published in the Official Journal of the European Union on 3 September 2026 under C/2026/4719.
The Commission reviewed the proposed transaction in Phase I. Kimberly-Clark submitted commitments on 22 September 2026, extending the deadline for a decision, which had originally been due to expire on 29 September 2026. The clearance decision was ultimately issued on Tuesday, 13 October 2026.
The Commission had already cleared the concentration under the EU Foreign Subsidies Regulation in June 2026. This review must be distinguished from the merger control assessment under the EU Merger Regulation.
Competition concerns in the feminine hygiene sector
Market conditions in three Member States
The Commission’s competition concerns related to the tampon market. The review focused in particular on the Czech Republic, Estonia and Slovakia, where only a small number of suppliers operate.
The investigation therefore did not concern all business areas of the two companies. Instead, the decisive factor was the impact of the concentration on certain markets for feminine hygiene products in the European Economic Area.
Divestment of brands and associated assets
To address the Commission’s concerns, Kimberly-Clark committed to divesting its tampon brands and its other feminine hygiene brands in the European Economic Area. In particular, the commitment covers:
- the Kotex brand, including the Lidie sub-brand,
- the Camelia brand,
- the Record brand,
- the intellectual property associated with these brands, and
- the personnel assigned to the business concerned.
The Turkish company Dilek Gıda Üretim ve Pazarlama Ticaret A.Ş. is the intended purchaser of the business to be divested. The Commission also approved the company as a financially and operationally suitable purchaser.
According to a statement by EU Commissioner for Competition Teresa Ribera, the divestment commitment is intended to preserve competition, choice and affordable prices for women. Clearance remains conditional upon Kimberly-Clark fully implementing all the commitments it has entered into.
Key financial terms of the proposed acquisition
Agreed consideration for Kenvue shares
The transaction is based on the Merger Agreement entered into on 2 November 2025. Under the agreement, Kenvue shareholders are to receive the following consideration for each Kenvue share:
- 0.14625 Kimberly-Clark shares, and
- USD 3.50 in cash.
The equity value of the transaction is stated to be approximately USD 40 billion, or around EUR 36 billion. Including debt, the transaction value amounts to approximately USD 48.7 billion. The different figures therefore relate to different valuation metrics.
Shareholder approval and planned completion
The shareholders of both companies approved the acquisition at extraordinary general meetings held on 29 January 2026. Completion of the overall transaction is planned for the fourth quarter of 2026.
At the same time, Kimberly-Clark is pursuing the refinancing of the transaction. In this context, creditors approved amendments to the terms and conditions of the bonds.
The antitrust waiting period in the United States had already expired before the European Commission issued its decision. Clearances from Brazil and Australia had also been obtained by 20 October 2026. By contrast, there is conflicting information regarding the timing of the Chinese proceedings and whether any conditions may have been imposed, meaning that no definitive assessment can be made in this respect.
Clearance remains conditional upon full implementation
The Commission’s decision does not permit the concentration unconditionally. Kimberly-Clark must complete the agreed divestment in full and in accordance with the conditions approved by the Commission. Compliance with these requirements forms the basis for the clearance granted.
Companies and investors may face complex requirements under European competition and merger control law when entering into concentrations with cross-border significance. MTR Legal Rechtsanwälte advises clients on related matters; further information is available under legal advice on competition law.
