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Form 8-K · Current Report · Filed 2025-07-14

Waters Corporation Announces Reverse Morris Trust Transaction with Becton, Dickinson and Company

On July 13, 2025, Waters Corporation entered into a Reverse Morris Trust transaction with Becton, Dickinson and Company (BD), Augusta SpinCo Corporation, and Beta Merger Sub, Inc.

Filer
Waters Corporation WAT · NYSE
Filed
Accession
0001193125-25-158796
CIK
0001000697
Signal
Medium impactHealthcare

Details

The transaction involves BD transferring its Biosciences and Diagnostic Solutions business to SpinCo, a spin-off from BD. Following the spin-off, SpinCo will merge with Merger Sub, a Waters subsidiary, with SpinCo as the surviving entity. Upon completion of the Merger, SpinCo will become a wholly-owned subsidiary of Waters. The transaction is expected to result in Waters shareholders owning approximately 60.8% and former SpinCo shareholders owning approximately 39.2% of the outstanding shares of Waters Common Stock. The Boards of Directors of both Waters and BD have unanimously approved the transaction.

Items reported

Item 1.01

Entry into a Material Definitive Agreement

New Major Contract
Item 9.01

Financial Statements and Exhibits

Exhibits Furnished

Market reaction

Close before filing

$352.91

Next session

-18.0%

Since filing

+6.9%

Latest close

$377.31

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from WAT reporting the same item, with the next session's move:

Exhibits (2)

About Waters Corporation

Waters Corporation is a leading entity in the field of analytical instruments and software. It primarily focuses on providing laboratory solutions for a variety of sectors, including pharmaceuticals, healthcare, food and beverage, and chemical analysis. The company's offerings include high-performance liquid chromatography, mass spectrometry systems, and various supporting technologies used for advanced research in life sciences. Waters Corporation is pivotal in enhancing laboratory productivity, offering cutting-edge research tools that assist in drug development, quality control, and environmental testing. Operating globally, it serves a wide array of clients, including academic institutions, government agencies, and private industry players. With its commitment to innovation and precision, Waters Corporation plays a crucial role in advancing scientific and technological progress in multiple critical industries worldwide.

Exchange NYSE Industry Diagnostics & Research Company website ↗

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