Acquisition of Kenvue Inc. by Kimberly-Clark Corporation

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2026/03/1392 12th May 2026 Notice under Section 6(2) of the Competition Act, 2002 given by Kimberly-Clark Corporation

CORAM: Ms. Ravneet Kaur Chairperson

Mr. Anil Agrawal Member

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member Order under Section 31(1) of the Competition Act, 2002

1. On 2nd March 2026, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Kimberly-Clark Corporation (Acquirer/Kimberly-Clark). The Notice relates to the proposed acquisition of sole control by Kimberly-Clark over Kenvue Inc. (Target/Kenvue) [hereinafter the Acquirer and the Target are collectively referred to as the ‘Parties’] [Proposed Combination], pursuant to an Agreement and Plan of Merger dated 2nd November 2025 (Merger Agreement) entered into by and among: (a) Kimberly-Clark; (b) two direct wholly owned subsidiaries of Kimberly-Clark, Vesta Sub I, Inc. (First Merger Sub) and Vesta Sub II, LLC (Second Merger Sub); and (c) Kenvue.

2. The Proposed Combination will be implemented through the following two steps: (i) First step: The First Merger Sub will be merged with and into Kenvue, with Kenvue surviving as a direct wholly owned subsidiary of Kimberly-Clark; and (ii) Second step: Immediately following the consummation of the first step (and as part of a single integrated transaction), Kenvue will be merged with and into Second Merger Sub, with Second Merger Sub surviving as a direct wholly-owned subsidiary of Kimberly-Clark.

Accordingly, as a result of the Proposed Combination, Kenvue (in the form of Second Merger Sub, as the surviving entity) will become a wholly-owned subsidiary of Kimberly-Clark and thus solely controlled by Kimberly-Clark.

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 13th March 2026 (RFI), certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response to RFI on 27th March 2026 (Response). As the Response was incomplete, vide letter dated 8th April 2026 issued under Regulation 14 of the Combination Regulations, the Parties were again required to provide requisite information/clarifications (RFI 2). The Parties submitted the response to RFI 2 on 16th April 2026 followed by certain additional submissions on 25th April 2026.

4. Kimberly-Clark, a Delaware corporation, is listed on the National Association of Securities Dealers Automated Quotations and together with its controlled entities comprises the Kimberly-Clark Group. As submitted, Kimberly-Clark Group is active globally in the production and sale of a range of products made from natural or synthetic fibres and materials using advanced technologies in fibres, nonwovens, and absorbency for personal, business, and industrial use and in India, the Kimberly-Clark Group is mainly engaged in the supply of feminine hygiene products and the production and supply of baby diapers.

5. Kenvue, a Delaware corporation, is listed on the New York Stock Exchange and together with its controlled entities comprises the Kenvue Group. As submitted, the Kenvue Group is active in the manufacturing and supply of consumer health products in the following categories: (a) self-care; (b) skin health and beauty; and (c) essential health and the Kenvue Group’s business in India mainly consists of non-prescription medicines and wellness-focused products, such as oral care, digestive health products, skin health and beauty products such as facial, body and hand cleansers and moisturisers, sun protection products, baby toiletries and baby wipes, and feminine hygiene products.

6. For the purpose of competition assessment of the Proposed Combination, the Commission considered the activities of the Kimberly-Clark and Kenvue Groups together with their affiliates and observed that the Proposed Combination involves horizontal overlaps in the product segment of feminine hygiene products.

7. Feminine hygiene products are products used to absorb or collect menstrual blood, and principally comprise (a) panty liners (also known as liners): (b) sanitary pads (also known as towels); and (c) tampons. Feminine hygiene may also encompass alternative products including menstrual pants, menstrual cups and menstrual discs. The Commission noted that in India, the Kimberly-Clark Group supplies menstrual pants through its Kotex brand; and the Kenvue Group manufactures and supplies tampons and sanitary pads (or towels) through its Stayfree and Carefree brands, panty liners through its Carefree brand and tampons through its o.b. brand1 and resultantly, the activities of the Parties exhibit existing horizontal overlaps only in the broader feminine hygiene product segment. At the same time, it was noted that while Kenvue does not supply menstrual pants in India at present, it is planning to enter this segment in the near future. Therefore, the Commission identified the same as an area of potential horizontal overlap. Accordingly, the Commission assessed the existing overlaps in the broader feminine hygiene product market and potential overlaps in the menstrual pants segment. However, the question of exact delineation of relevant market is left open.

8. The Commission observed that the Acquirer’s presence in the broader feminine hygiene product segment as reflected in its actual turnover derived in India is in itself insignificant to cause any change in competition dynamics. Nonetheless, the Commission considered the market structure and observed that Kenvue’s market share has ranged between [35-40] percent for the period 2020-2022 and between [30-35] percent for the period 2023-2024. The presence of the Acquirer in this segment is estimated to be less than 5 percent. Resultantly, the combined market share of the Parties post the Proposed Combination is estimated to be in the range [30-35] percent with an increment of [0-5] percent. Accordingly, while, Target has a significant presence in this segment, the increment is insignificant and thus, the Proposed Combination is not likely to cause significant change in levels of concentration in the feminine hygiene products market segment. Further, the Acquirer, post the Proposed Combination will continue to be constrained by other significant competitor viz., Procter & Gamble (Whisper brand) which leads the market with an estimated market share in the range of [45-50] percent. Given the insignificant increment and constraints from a significant competitor, the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in the broader feminine hygiene products segment.

9. For the purpose of assessment of the impact of potential horizontal overlaps in the sub- segment of menstrual pants, the Commission examined the existing market structure. The sub-segment of menstrual pants is led by Procter & Gamble with an estimated market share of [45-50] percent while the other significant competitors are Universal Corporation Limited (Evereve) and Lagom Labs Private Limited (Nua) with respective estimated shares in the range of [15-20] and [10-15] percent. The Acquirer’s presence in this sub-segment is insignificant with an estimated market share of less than 5 percent. Considering the same, it does not appear likely that the Proposed Combination may eliminate potential competition by incentivizing the Acquirer to delay or shelve the entry plans of Kenvue in this sub-segment. Accordingly, the potential overlap in this sub- segment is not likely to cause AAEC in India.

10. The Commission noted the portfolio of the Acquirer and the Target in India and identified two product segments which can be considered as adjacent to merit assessment in terms of portfolio effects viz., baby diapers and diaper pants offered by the Acquirer, and baby and kid toiletries offered by the Target. Accordingly, the Commission considered it appropriate to assess this expansion of portfolio in terms of any exercise of portfolio power, brand leveraging etc. To this effect, the Commission considered the respective market structures of the two product segments to examine the strength of presence of the Parties in their respective segments. As observed, the presence of the Acquirer in the baby diapers segment is insignificant with an estimated share of [5-10] percent considering that the market is led by Unicharm (MamyPoko) and Procter & Gamble (Pampers) with respective market shares estimated in the range of [35-40] percent and [30-35] percent. In the baby care segment (baby and kid toiletries) while Kenvue is the market leader with an estimated share of [30-35] percent, the market is characterised by presence of at least one other significant competitor viz., Himalaya with [20-25] percent estimated market share. Further, considering that the competitors of the Parties in these segments are also conglomerates, particularly Procter & Gamble, the Proposed Combination is not likely to cause significant portfolio effects causing AAEC in India.

11. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

12. The order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

13. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

14. The Secretary is directed to communicate to the Acquirer accordingly.