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Form 8-K · Current Report · Filed 2026-01-16

Waters Corporation Announces Spin-Off of Biosciences and Diagnostic Solutions Business

Waters Corporation has entered into an Agreement and Plan of Merger to execute a Reverse Morris Trust transaction, spinning off its Biosciences and Diagnostic Solutions (BDS) Business into Augusta SpinCo, a wholly-owned subsidiary of Becton, Dickinson and Company (BD).

Filer
Waters Corporation WAT · NYSE
Filed
Accession
0001193125-26-015384
CIK
0001000697
Signal
High impactHealthcare

Details

The transaction involves the distribution of SpinCo Common Stock to BD's stockholders, followed by a merger where Merger Sub will be merged with and into SpinCo, with SpinCo surviving. In connection with this transaction, Waters has filed a registration statement on Form S-4 and a definitive proxy statement/prospectus, and has provided supplemental disclosures to address concerns about the adequacy of the disclosures made in the proxy statement/prospectus. The filing also includes unlevered free cash flow projections for Waters and the BDS Business and financial multiples for comparable companies.

Items reported

Item events

Reported Item

Spin-Off M&A Transaction

Market reaction

Close before filing

$394.59

Next session

-2.7%

Since filing

-4.4%

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:

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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