K-C Files for Spin-Off of Health Care Business

Kimberly-Clark Corp., Dallas, Texas, USA, this week filed the Form 10 Registration Statement with the Securities and Exchange Commission for the company’s previously announced plan to spin off its health care business. The new company will be called Halyard Health Inc. and will be headquartered in Alpharetta, Ga., near Atlanta.

 

Kimberly-Clark Chairman and CEO Thomas J. Falk said that "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 CEO of Halyard Health, added that "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 people.

 

The spin-off is expected to take the form of a tax-free distribution of 100% 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 the Kimberly-Clark 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.