• Honeywell precedent suggests Kenvue review could stretch into late 2026
• Transfer to normal review track suggests SAMR may seek broader scrutiny rather than merely additional time
• Ongoing China diaper probe could make third-party consultations key determinant of timing

China’s unconditional clearance of Honeywell’s proposed acquisition of Johnson Matthey’s Catalyst Technologies business on 25 June may offer a useful recent precedent for those seeking to gauge how long the country’s review of Kimberly-Clark’s proposed acquisition of Kenvue could take.

The timeline assessment has drawn increasing attention since the State Administration for Market Regulation (SAMR) recently required the Kenvue/Kimberly-Clark transaction to be withdrawn from the simplified procedure and refiled under the normal review track.

While the two deals involve very different industries, they share one important characteristic: both were initially accepted as simplified cases before being transferred into the normal review process. The key distinction is that the Honeywell deal faced multiple domestic complaints whose concerns were ultimately addressed before clearance, whereas the Kimberly-Clark transaction has encountered little opposition beyond antitrust scholar Liu Xu’s challenge to its eligibility for simplified review.

As SAMR’s review of the Honeywell deal never entered remedy talks and has reportedly been proceeding without a clock suspension, it provides a valuable benchmark for assessing what the procedural shift could mean for the Kenvue/Kimberly-Clark timeline.

The Honeywell case illustrates just how significantly a transfer to the normal procedure can prolong SAMR’s review.

Honeywell announced the GBP 1.8bn acquisition of Johnson Matthey’s Catalyst unit in May 2025. The transaction was accepted as a simplified case on 4 September 2025, with the public comment period ending on 13 September 2025. However, the deal was transferred to the normal review track in November following multiple domestic complaints, as reported by this news service.

The deal failed to obtain Chinese clearance before its original 21 February 2026 long-stop date. Two days later, Honeywell and Johnson Matthey amended the deal, reducing the purchase price from GBP 1.8bn to GBP 1.325bn, and extending the long-stop date to July 2026, with an option to further extend into August. Johnson Matthey shares fell about 15% following the announcement.

SAMR ultimately granted unconditional clearance on 25 June 2026. Assuming the deal proceeded without a clock suspension, the clearance date suggests SAMR likely accepted the parties’ refiling under the normal procedure in late December 2025.

The implcations of that timeline are difficult to ignore. Although the case ultimately received unconditional approval, more than seven months elapsed between its reported transfer to the normal review track and clearance. The review demonstrates that a normal-track investigation can take roughly six months or longer, even when remedies are never formally discussed.

Why move to normal review?

More important for interested parties is the question of why SAMR made the same procedural shift in the Kenvue/Kimberly-Clark transaction.

According to a source familiar with SAMR’s approach, SAMR requires a transfer to the normal track in order to issue formal requests for information (RFIs) and solicit feedback from stakeholders. Under China’s merger-control framework, formal third-party consultations are carried out under the normal review procedure. Remaining on the simplified track would have limited SAMR’s ability to gather views from competitors, suppliers and customers, industry associations and potentially other government agencies.

That provides one possible explanation for the Kenvue/Kimberly-Clark case.

If SAMR merely wanted additional time while awaiting the outcome of the probe into the alleged formamide contamination in infant diapers, it could have kept the transaction within the simplified framework. China’s merger-review rules already permit a full three-phase review for simple cases, meaning both simplified and normal reviews are ultimately subject to the same maximum statutory review duration of 180 days.

The decision to transfer the case therefore suggests SAMR is seeking either a broader substantive assessment or wider stakeholder consultation.

One possibility is that the regulator has become less comfortable with the market definitions initially accepted in the simplified review.

Competition law scholar Liu Xu, whose objections prompted closer scrutiny of the transaction, argued that premium baby wipes and feminine hygiene products may constitute narrower relevant markets than those proposed by the parties. If SAMR were to accept even part of that argument, combined market shares could appear materially higher, potentially making simplified treatment inappropriate.

Another explanation is more procedural rather than substantive: SAMR may simply want greater flexibility to canvass third-party views before reaching a conclusion.

Any one of those rationales would justify a shift to the normal review process.

Stakeholder consultation uncertainty

As reported by this news service on 24 June, the parties to the Kenvue/Kimberly-Clark transaction applied to withdraw their original simplified filing and are awaiting SAMR approval to refile under the normal procedure. Approval of withdrawal requests is generally routine, and the deal parties were expected to make the normal-track filings very soon at the time of the report.

The next stage is therefore likely to involve stakeholder consultations.

That process could become particularly important because the transaction is being reviewed against the backdrop of the ongoing government investigation into alleged contamination issues involving infant diapers. Although SAMR has not reportedly connected the merger review to the diaper probe, consultations with other ministries or industry bodies could introduce considerations extending beyond a conventional competition assessment.

Should outside agencies be asked to provide input, the pace of the review may depend as much on those consultations as on SAMR’s own timetable.

This does not necessarily imply that the transaction faces serious competition concerns.

The markets affected by the Kenvue acquisition remain highly competitive, with numerous domestic and multinational suppliers and substantial scope for product substitution. On competition grounds alone, the transaction does not appear to raise the types of concentration concerns typically associated with remedies or prohibition.

The greater uncertainty lies in whether broader industry and policy considerations prolong the review process.

Implication for timing

The Honeywell precedent suggests that stakeholders should be cautious about expecting a quick outcome simply because the transaction appears capable of ultimately securing unconditional approval.

Once SAMR determines that a transaction warrants the normal review track, clearance can take considerably longer than market participants initially anticipate.

Assuming Kimberly-Clark successfully refiles under the normal procedure shortly after this news service’s previous report, the most optimistic scenario would likely involve unconditional clearance at the end of a Phase II review. And a decision toward the end of Phase III may, however, be more consistent with recent Honeywell precedent.

That points away from near-term approval and toward a timeline stretching into late 2026. Should stakeholder consultations become especially extensive, clearance slipping into early 2027 cannot be ruled out.