Kimberly-Clark to acquire Kenvue in $48.7bn deal

BY Fraser Tennant

In a deal that creates a global health and wellness leader, multinational consumer goods and personal care corporation Kimberly-Clark is to acquire consumer health company Kenvue for $48.7bn.

Under the terms of the definitive agreement, Kenvue shareholders will receive $3.50 per share in cash as well as 0.14625 Kimberly-Clark shares for each Kenvue share held at closing, for a total consideration to Kenvue shareholders of $21.01 per share.

This transaction brings together two iconic American companies to create a combined portfolio of complementary products, with trusted brands, including Huggies and Kleenex. With a broader product range and greater reach, the combined company will maximise both companies’ complementary strengths to accelerate global growth.

“We are excited to bring together two iconic companies to create a global health and wellness leader,” said Mike Hsu, chairman and chief executive of Kimberly-Clark. "Kenvue is uniquely positioned at the intersection of consumer packaged goods and healthcare, with exceptional talent and a differentiated brand offering serving attractive consumer health categories. With a shared commitment to developing science and technology to provide extraordinary care, we will serve billions of consumers across every stage of life.”

The transaction has been unanimously approved by each company’s board of directors.

“We are pleased to have reached this agreement with Kimberly-Clark that delivers significant upfront value for our shareholders and substantial upside potential through ownership in the combined company,” said Larry Merlo, chair of the board at Kenvue. “Bringing together Kenvue and Kimberly-Clark creates a uniquely positioned global leader in consumer health with a broader range of new growth opportunities ahead.”

The transaction is expected to close in the second half of 2026, subject to the receipt of Kenvue and Kimberly-Clark shareholder approvals, regulatory approvals, and satisfaction of other customary closing conditions.

Mr Hsu concluded: “We look forward to working with the Kenvue team to bring our companies together, and are confident that we will drive significant value for our combined shareholders.”

News: Kimberly-Clark bets $40 billion for Kenvue despite Tylenol controversy

SM Energy and Civitas to merge in $12.8bn deal

BY Richard Summerfield

In the latest deal in the ongoing consolidation of the US shale industry, Permian Basin explorer SM Energy Co. has agreed to acquire rival Civitas Resources Inc. in an all-stock transaction worth around $2.8bn.

Under the terms of the deal, Civitas shareholders will receive 1.45 shares of SM Energy for each Civitas share held, giving them about 52 percent ownership of the combined company. This values Civitas at about $30.29 per share, a 5 percent premium to its closing price on 31 October, and gives the deal an equity value of roughly $2.81bn. The combined company’s enterprise value will be around $12.8bn, inclusive of each company’s net debt.

Upon completion, which is expected in the first quarter of 2026, the combined company will have a premier portfolio of approximately 823,000 net acres, with the Permian position being the cornerstone. The company will also have a pro forma full-year 2025 consensus free cash flow generation of more than $1.4bn, which will enable sustained capital returns, and increased market capitalisation which will enhance trading liquidity with broader investment appeal.

SM Energy expects to save about $200m annually, and potentially up to $300m, through lower overhead and operating costs. The company plans to prioritise free cash flow to cut debt and to maintain its quarterly dividend of 20 cents per share.

“This strategic combination creates a leading oil and gas company with enhanced scale, numerous value-adding synergies, and significant free cash flow, driving superior value to stockholders,” said Herb Vogel, chief executive of SM Energy. “Congratulations to the Civitas team on building a leading sustainable energy company in the Permian and DJ basins since its inception in 2021. Their operational excellence and talent are reflected in today’s transaction. Together, we look forward to unlocking stockholder value as a unified organization.”

“This merger combines two premier operators and establishes a company with transformative scale in the highest-return US shale basins,” said Beth McDonald, president and chief operating officer of SM Energy. “By combining two complementary portfolios, we expect to unlock significant free cash flow to strengthen our balance sheet, accelerate stockholder returns, and position us for sustainable growth through every cycle.”

“Today marks a pivotal moment for Civitas and SM Energy as we announce a merger that unlocks new potential to deliver enhanced stockholder value and achieve outcomes beyond the reach of either company alone,” said Wouter van Kempen, interim chief executive of Civitas. “By combining our strong technical teams and complementary assets, we gain scale, sharpen our competitive edge, and strengthen our ability to responsibly produce energy that contributes to energy security and prosperity. This merger positions us to lead with operational and environmental excellence, generate meaningful synergies, and accelerate value creation.”

Mr Vogel will lead the combined company, post-close. The company’s 11-member board will include six directors from SM and five from Civitas.

News: US shale producers SM Energy, Civitas to merge in $12.8 billion deal

Thermo Fisher to acquire Clario in $9.4bn deal

BY Richard Summerfield

US life science and clinical research company Thermo Fisher Scientific has announced it is to acquire drug trial software maker Clario in a deal that values the technology group at up to $9.4bn.

Under the terms of the deal, Thermo Fisher will pay Clario’s private equity owners – Stockholm-based Nordic Capital and Luxembourg-based firm Astorg Partners – just under $8.9bn upfront in cash and an additional $525m, largely dependent on performance milestones being hit.

The deal is expected to close by the middle of 2026, subject to customary closing conditions and regulatory approvals. To fund the transaction, Thermo Fisher intends to use proceeds from debt financing and cash on hand. Upon closing, Clario will become part of Thermo Fisher’s laboratory products and biopharma services segment. Clario operates globally and has approximately 4000 employees. For the full year 2025, Clario is expected to generate approximately $1.25bn of revenue.

“Clario is an outstanding strategic fit, enabling faster, more informed drug development through differentiated technology and data intelligence solutions,” said Marc N. Casper, chairman, president and chief executive of Thermo Fisher. “At Thermo Fisher, we come to work every day thinking about how we can further advance our customers’ important work, and by adding these high-growth capabilities, we will deliver even deeper clinical insights to our customers and further accelerate the digital transformation of clinical research.”

“This strategic transaction will power the continued expansion of Clario’s differentiated digital endpoint platform and proprietary suite of AI tools,” said Chris Fikry, chief executive of Clario. “Thermo Fisher Scientific’s global scale and extensive relationships with key decision makers across large pharma and biotech will fuel expansion of our comprehensive clinical trial platform. We are certain this will benefit our clients and, ultimately, patients.”

Clario, which was founded in 2021 following the merger of health tech firms ERT and Bioclinica, is the third company acquired by Thermo Fisher this year, as the company expands its portfolio amid renewed demand from pharmaceutical firms increasing drug development and manufacturing in the US. The company has been an active acquirer of companies historically, but it has focused on smaller deals in recent years. The acquisition of Clario is Thermo Fisher’s biggest acquisition since 2021, when the Massachusetts-based group bought contract research organisation PPD in a deal worth $17.4bn.

Nordic and Astorg oversee €34bn and €23bn of assets under management respectively. Clario also counted Novo Holdings and Cinven as minority investors. In 2022, Nordic sold medical diagnostics group The Binding Site to Thermo Fisher for $2.6bn.

News: Thermo Fisher to buy clinical services provider Clario for up to $9.4 billion

Novartis acquires Avidity Biosciences in $12bn deal

BY Fraser Tennant

In a deal that strengthens its late-stage neuroscience pipeline, Swiss multinational pharmaceutical corporation Novartis is to acquire US biotech firm Avidity Biosciences for approximately $12bn in cash.

Under the terms of the definitive merger agreement, which has been unanimously approved by the boards of directors of both companies, Novartis will acquire all outstanding shares of Avidity and holders of Avidity common stock will receive $72 per share in cash at closing.

The acquisition is expected to create an industry-leading pipeline, building on Novartis expertise in spinal muscular atrophy and commercialisation capabilities in genetic neuromuscular diseases. As part of the deal, Avidity will separate its early-stage precision cardiology programmes into a new company called Spinco, which is expected to be a publicly traded company,

“Avidity’s pioneering ribonucleic acid (RNA) therapeutics ​bolster our commitment to delivering innovative, targeted and potentially first-in-class medicines to treat devastating, progressive neuromuscular diseases,” said Vas Narasimhan, chief executive of Novartis. “The Avidity team has built robust programmes with industry-leading delivery of RNA therapeutics to muscle tissue.”

Avidity’s programmes include a commitment to deliver a new class of pioneering RNA therapeutics called antibody oligonucleotide conjugates (AOC) for serious, genetic neuromuscular diseases. Its AOC platform combines the tissue specificity of monoclonal antibodies with the precision of oligonucleotides, enabling targeted delivery to previously hard-to-reach muscle cells.

“Avidity has expanded the possibilities of what RNA therapeutics can deliver to patients by advancing innovative science and creating an organisation with a strong commitment to providing access to our potential medicines,” said Sarah Boyce, president and chief executive of Avidity. "I am proud of what we have created in close collaboration with the patient and clinical communities we serve, and I want to thank them and the Avidity team for their commitment and dedication."

The acquisition by Novartis of Avidity is subject to the completion of the separation of Spinco and other customary closing conditions, including the receipt of regulatory approvals and the approval of Avidity’s stockholders.

The companies expect the transaction to close in the first half of 2026. Until closing, Novartis and Avidity will continue to operate as separate and independent companies.

Ms Boyce concluded: “We are confident that this transaction with Novartis maximises value for our investors and will support the global expansion of our neuroscience pipeline.”

News: Novartis to acquire Avidity Biosciences for about $12 billion

Hologic acquired by Blackstone and TPG in $18.3bn deal

BY Fraser Tennant

In a deal that takes the medical diagnostics company private, Hologic is to be acquired by funds managed by private equity firms Blackstone and TPG for $18.3bn.

Under the terms of the definitive agreement, Blackstone and TPG will acquire all outstanding Hologic shares for $76 per share in cash plus a non-tradeable contingent value right to receive up to $3 per share in two payments of up to $1.50 each, for total consideration of up to $79 per share in cash.

The merger agreement includes a 45-day ‘go-shop’ period, during which time Hologic and its advisers may solicit, consider and negotiate alternative acquisition proposals from third parties.

The deal to acquire Hologic is the largest acquisition of a medical device company since Boston Scientific bought Guidant Corp for $27bn in 2006.

“Hologic is an outstanding global leader in advancing women’s health, with a longstanding reputation for groundbreaking and high-quality medical device and diagnostic products,” said Ram Jagannath, a senior managing director at Blackstone. “We are thrilled to partner with its highly talented and capable employees, alongside TPG, to further invest in Hologic’s continued product innovation and growth.”

The Hologic board of directors has unanimously approved the merger agreement and has recommended that Hologic stockholders vote their shares to approve the transaction and adopt the merger agreement.

“Blackstone and TPG will help accelerate our growth and enhance our ability to deliver critical medical technologies to customers and their patients around the world,” said Stephen P. MacMillan, chairman, president and chief executive of Hologic. “This transaction delivers immediate and compelling value to Hologic stockholders, reflecting the dedication of our employees whose hard work has made this milestone possible.”

The transaction is expected to close in the first half of 2026, subject to the approval of Hologic’s stockholders, the receipt of required regulatory approvals and the satisfaction of certain other customary closing conditions.

Upon completion of the transaction, Hologic’s common stock will be delisted from the Nasdaq stock market.

“Hologic represents a compelling opportunity to support the development of next-generation solutions that will continue to promote strong clinical results and enhance patient care,” said John Schilling, co-managing partner of TPG Capital. “We are proud to partner with the Hologic team and Blackstone in this exciting new chapter.”

News: Blackstone, TPG to take medtech Hologic private for $18.3 billion