DALLAS — Kimberly-Clark Corporation has announced that the Form 10 Registration Statement for its previously announced plan to spin off its health care business has been filed with the Securities and Exchange Commission. The new company will be called Halyard Health, Inc. and will be headquartered in Alpharetta, Georgia, near Atlanta.
Kimberly-Clark Chairman and Chief Executive Officer Thomas J. Falk said, "The planned spin-off of our health care business continues our focus on creating shareholder value. When the spin-off is completed, Halyard Health will be able to take advantage of its leading positions in several key categories to drive its performance and pursue its own opportunities. This move will also allow Kimberly-Clark to further sharpen our focus on growing our consumer and K-C Professional brands around the world."
Robert E. Abernathy, future Chairman and Chief Executive Officer of Halyard Health, commented, "We are pleased to be one step closer to completing the spin-off and are excited about what our new name represents. Halyard is a nautical term that refers to the line that raises the sails of a ship as it embarks on a voyage. Our new direction as an independent company is focused on advancing the health of patients and our industry by delivering clinically-superior solutions for preventing infection, eliminating pain and speeding recovery."
Once the planned spin-off is completed later this year, Halyard Health will be a stand-alone public company and is expected to trade on the New York Stock Exchange. The company generates approximately $1.7 billion in annual net sales, has leading market positions in both surgical and infection prevention products and medical devices and employs approximately 16,500 employees.
The spin-off is expected to take the form of a tax-free distribution of 100 percent of Halyard Health's common stock to Kimberly-Clark shareholders, with the distribution ratio to be determined shortly before the spin-off occurs. The distribution is expected to be completed at the end of the third quarter or potentially in the fourth quarter of 2014, subject to market, regulatory and other conditions, including declaration by the Securities and Exchange Commission that Halyard Health's registration statement is effective and formal approval of the distribution by Kimberly-Clark's Board of Directors.
Kimberly-Clark will receive a cash distribution from Halyard Health prior to the spin-off in an amount to be determined and will use the cash to repurchase its common stock.
Kimberly-Clark Corp. (NYSE: KMB) and its well-known global brands are an indispensable part of life for people in more than 175 countries. Every day, nearly a quarter of the world's population trust K-C's brands and the solutions they provide to enhance their health, hygiene and well-being. With brands such as Kleenex®, Scott®, Huggies®, Pull-Ups®, Kotex® and Depend®, Kimberly-Clark holds the No. 1 or No. 2 share position in more than 80 countries. To keep up with the latest K-C news and to learn more about the Company's 142-year history of innovation, visit www.kimberly-clark.com or follow us on Facebook or Twitter.
Certain matters contained in this news release concerning the potential spin-off of the health care business, the anticipated timing of the spin-off, the tax-free treatment of the transaction, the anticipated management of the business to be spun-off, the anticipated net sales and market positions, and the outlook for the health care business as a separate business constitute forward-looking statements and are based upon management's expectations and beliefs concerning future events. There can be no assurance that the proposed transaction or these future events will occur as anticipated, if at all, or that actual results will be as expected. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update them. For a description of certain factors, such as anticipated currency rates and exchange risks, cost savings and reductions, raw material, energy and other input costs, and market demand and economic conditions, that could delay or negatively impact the proposed transaction or the health care business, see Item 1A of the company's Annual Report on Form 10-K for the year ended December 31, 2013 entitled "Risk Factors."