Suzano S.A. (BOVESPA:SUZB3) entered into an agreement to acquire 51% stake in Global Business of Consumer and Professional Tissue Products of Kimberly-Clark Corporation for $1.7 billion on June 4, 2025. The consideration will be paid in cash at the closing of the Transaction, is subject to certain adjustments. Kimberly-Clark will contribute substantially all the assets of its International Family Care and Professional business to the venture, which encompasses sales in more than 70 countries, 22 manufacturing facilities and approximately 9,000 employees. Kimberly-Clark will retain its consumer tissue and professional businesses in the United States and its interests in existing joint ventures in Mexico, South Korea and Bahrain, among other countries. Upon closing, the transaction is expected to be approximately $0.3 - $0.4 dilutive to Adjusted Earnings Per Share. As part of the Transaction, certain global brands currently used by Kimberly-Clark will be licensed to Kimberly-Clark IFP NewCo B.V for use in the Included Regions on a royalty-free, long-term basis. Additionally, a call option for Suzano to acquire Kimberly-Clark?s remaining 49% interest in Kimberly-Clark IFP NewCo B.V, exercisable from and after the third anniversary of the closing date, subject to the satisfaction of certain conditions; in certain circumstances, as an exception, the call option may be exercised by Suzano earlier than the third anniversary and such exercise will be subject to future approval by this Board of Directors. For the period ending December 31, 2024, Global Business of Consumer and Professional Tissue Products of Kimberly-Clark Corporation reported total revenue of $3.3 billion. The board of directors of new entity will consist of 5 members, with 3 appointed by Suzano S.A. Suzano will have a right to appoint the CEO and CFO.

The transaction is subject to the satisfaction of customary consultation requirements and closing conditions, including obtaining required regulatory approvals. The transaction is not subject to any financing contingency. The transaction has been unanimously approved by Kimberly-Clark?s Board of Directors and is expected to close in mid-2026.

Centerview Partners LLC acted as financial advisor to Kimberly-Clark Corporation. The Goldman Sachs Group, Inc. (NYSE:GS) acted as financial advisor to Kimberly-Clark Corporation. Kirkland & Ellis LLP acted as legal advisor to Kimberly-Clark Corporation. Baker & McKenzie LLP acted as legal advisor to Kimberly-Clark Corporation. acted as legal advisor to Suzano S.A.