M&A - WATERS CORP /DE/

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158798

Filing Summary: On July 13, 2025, Waters Corporation entered into definitive agreements regarding a Reverse Morris Trust transaction with Becton, Dickinson and Company (BD) and Augusta SpinCo Corporation. In this transaction, BD will transfer its Biosciences and Diagnostic Solutions business to SpinCo, and then SpinCo will be spun off to BD's shareholders. Following this, Merger Sub, a wholly owned subsidiary of Waters, will merge with SpinCo, making SpinCo a wholly owned subsidiary of Waters. Upon completion of the Merger, current Waters shareholders will hold approximately 60.8% of the merged company, while former SpinCo shareholders will own about 39.2%. The agreements also include a Separation Agreement and other ancillary agreements governing tax matters, employee matters, and intellectual property rights. The transaction has received unanimous approval from the Boards of Directors of both Waters and BD, with closing subject to various conditions, including shareholder approval and regulatory approvals. Financial arrangements for the cash distribution and bridge financing to facilitate the transactions were also detailed in the filing.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158809

Filing Summary: Waters Corporation has announced an agreement to merge with Augusta SpinCo Corporation, a wholly owned subsidiary of Becton, Dickinson and Company. This strategic combination aims to establish a leading entity in life sciences and diagnostics, enhancing innovation capabilities for researchers and clinicians. The merger is expected to create a comprehensive product portfolio that will address a broader array of scientific needs and improve service delivery. The completion of the transaction is projected for the end of Q1 2026, pending necessary regulatory approvals and shareholder consent. Until the merger concludes, both companies will maintain independent operations.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158811

Filing Summary: Waters Corporation is announcing a proposed business combination with Augusta SpinCo Corporation, a wholly owned subsidiary of Becton, Dickinson and Company (BD). This merger aims to integrate BD's Biosciences & Diagnostic Solutions business with Waters, creating a leader in life sciences and diagnostics focusing on high-volume testing. The strategic alliance is designed to enhance growth and operational efficiency, leveraging technologies and markets from both entities. Post-merger, Waters will retain its name and operate from its Milford, Massachusetts headquarters, welcoming around 8,000 new employees from BD's division. The transaction is projected to complete by the end of the first quarter of 2026, contingent upon necessary regulatory approvals and shareholder approval. Until the merger is finalized, both companies will operate independently, with an integration team to facilitate coordination between operations.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158813

Filing Summary: On July 14, 2025, Waters Corporation and BD Biosciences & Diagnostic Solutions announced a definitive agreement to merge through a tax-efficient Reverse Morris Trust transaction. This strategic move combines Waters' capabilities with those of BD to create a diversified entity within the life science and diagnostics sector, enhancing overall market reach and financial stability. The transaction is expected to double the total addressable market (TAM) to approximately $40 billion, reflecting a growth rate of 5-7%. Waters anticipates significant benefits, including $200 million in cost synergies by year three and $290 million in revenue synergies by year five. The merger is projected to be accretive to adjusted EPS in the first year and will provide enhanced stability as a substantial portion of Waters' revenue is recurring. Company leaders emphasized the importance of the merger in driving long-term growth, stating it leverages both organizations' expertise to meet emerging market demands effectively. The document also highlights the intended filing of registration statements and proxy materials with the SEC for complete transparency with investors and stakeholders regarding the proposed plans.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158816

Filing Summary: Waters Corporation is filing this communication regarding the proposed business combination with Augusta SpinCo Corporation, a subsidiary of Becton, Dickinson and Company (BD). The transaction is designed to create a leader in life science and diagnostics focused on regulated, high-volume testing, doubling Waters' total addressable market to approximately $40 billion. The merger aims to leverage the strengths of both companies, targeting growth in bioanalytical characterization, bioseparations, and multiplex diagnostics. Expected benefits include significant revenue and adjusted earnings per share (EPS) growth, cost synergies amounting to $200 million by year three, and revenue synergies anticipated to reach $290 million by year five. The transaction is structured as a Reverse Morris Trust, valued at around $17.5 billion, with expected closure around the end of Q1 CY2026. The communications emphasize the importance of reading the forthcoming proxy statement/prospectus for detailed transaction information.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158817

Filing Summary: Waters Corporation and Becton, Dickinson and Company (BD) announced a proposed business combination involving Waters and Augusta SpinCo Corporation, a wholly owned subsidiary of BD. The executives, Udit Batra and Tom Polen, detailed the strategic benefits of the merger, highlighting portfolio diversification, expanded addressable market, accelerated growth strategies, and improved financial outlook. The transaction aims to close by the end of Q1 2026, while both companies will continue to operate separately until then. The merger is expected to enhance service offerings in high-growth industries and create significant value for shareholders.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158819

Filing Summary: Waters Corporation filed a communication regarding a proposed business combination with Augusta SpinCo Corporation, a wholly owned subsidiary of Becton, Dickinson and Company (BD). This filing is connected to a merger event where Waters will undergo transformation involving SpinCo. Specific intentions include filing a registration statement on Form S-4 that will encompass a preliminary proxy statement/prospectus of Waters and a definitive proxy statement/prospectus to be provided to Waters' stockholders. Additionally, a registration statement on Form 10 will be filed by SpinCo for the spin-off from BD. The communication emphasizes importance for investors and security holders to read all related SEC filings carefully as they will contain crucial information tied to the transaction. The document also addresses potential risks related to the completion of the transaction and the uncertainties that could arise affecting the anticipated benefits and operational strategies post-merger.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158820

Filing Summary: Waters Corporation is filing a communication regarding its proposed business combination with Augusta SpinCo Corporation, a subsidiary of Becton, Dickinson and Company (BD). The integration aims to combine Waters' capabilities with BD's Biosciences & Diagnostic Solutions business to enhance service offerings in upstream R&D and clinical diagnostics. The merger is expected to diversify Waters' revenue streams and expand into high-growth areas such as bioseparations, bioanalytical characterization, and multiplex diagnostics. The merger is anticipated to close around the end of the first quarter of 2026, subject to regulatory approvals and shareholder votes. The combined entity will be headquartered in Milford, Massachusetts, with Udit Batra as CEO and Amol Chaubal as CFO. Shareholders of Waters will have a chance to vote on the transaction, with additional details to be communicated prior to the vote.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158821

Filing Summary: Waters Corporation is filing a communication regarding a proposed business combination with Augusta SpinCo Corporation, a wholly-owned subsidiary of Becton, Dickinson and Company (BD). This communication includes screenshots of advertisements on Google and LinkedIn that link to a dedicated website providing information on the proposed transaction. The filing indicates that Waters intends to submit relevant materials, including a registration statement on Form S-4, to the U.S. Securities and Exchange Commission (SEC). This form will contain a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus that will be sent to Waters' stockholders. Additionally, a registration statement on Form 10 will be submitted by SpinCo for the spin-off from BD. The document stresses the importance of reviewing the filed documents as they will contain significant information regarding the transaction. It also contains forward-looking statements related to the expected timing and structure of the merger, potential benefits, risks, uncertainties, and the need for regulatory approvals. Various risks that could affect the completion of the transaction are outlined, including potential resistance to approvals and stockholder litigation.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158831

Filing Summary: On July 14, 2025, Waters Corporation announced its proposed business combination with BD's Biosciences & Diagnostic Solutions through a Reverse Morris Trust structure. Waters plans to issue 39.2% of its shares to BD shareholders and assume $4 billion in debt to acquire the BD unit. This strategic move aims to create a combined entity with approximately $6.5 billion in pro forma revenue and $2 billion in adjusted EBITDA for 2025. The merger seeks to leverage both companies' strengths in life sciences and diagnostics, enhancing growth in high-volume regulated markets, and is expected to generate synergies that will provide both companies with a robust financial outlook. The deal is valued at about $17.5 billion, whereby Waters shareholders will hold about 60.8% of the combined company. The merger is positioned to close by Q1 of 2026 and promises to create significant long-term value for shareholders, customers, and employees alike.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158833

Filing Summary: Waters Corporation announced a proposed business combination with Augusta SpinCo Corporation, a subsidiary of Becton, Dickinson and Company, in a joint video statement by Udit Batra and Tom Polen. The merger aims to enhance Waters' portfolio and revenue potential, doubling the addressable market to $40 billion and expanding into high-growth sectors such as bioseparations and multiplex diagnostics. The executives highlighted the transaction's financial benefits, including improved margins and anticipated earnings per share growth in the first year post-closing. Both companies are focused on addressing significant healthcare needs and advancing human health. Regulatory and investor communication details were also provided, emphasizing the importance of detailed materials to be filed with the SEC, including a proxy statement/prospectus and registration statements. The merger represents a shift towards a medical technology company model for BD and presents a promising growth trajectory for Waters.

Form Type: 8-K

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158409

Filing Summary: On July 14, 2025, Waters Corporation announced its plan to merge with Becton, Dickinson & Company’s Biosciences and Diagnostics Solutions business. This Proposed Transaction was detailed in a press release issued by Waters, which also mentioned a joint conference call and webcast to discuss the merger at 8:00 a.m. on the same date. The document outlines forward-looking statements regarding timing, structure, expected benefits, tax consequences, and the risks associated with the merger. It emphasizes the necessity for stockholder approval and regulatory compliance for successful completion. Furthermore, it indicates that relevant documents, including a registration statement on Form S-4 for the merger, will be filed with the SEC, urging investors to review these documents when they become available for additional important information related to the merger.

Form Type: 8-K

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158796

Filing Summary: On July 13, 2025, Waters Corporation entered into definitive agreements for a Reverse Morris Trust transaction with Becton, Dickinson and Company (BD) and Augusta SpinCo Corporation. This includes the transfer of BD's Biosciences and Diagnostic Solutions business to SpinCo, followed by a pro rata distribution of SpinCo Common Stock to BD's shareholders (Spin-Off). After this, Merger Sub (a subsidiary of Waters) will merge with SpinCo, making SpinCo a wholly-owned subsidiary of Waters. The transaction has received unanimous approval from the Boards of Directors of both Waters and BD. The distribution of SpinCo Common Stock is structured to maintain its tax-free status while ensuring that Waters' existing shareholders will own approximately 60.8% and former SpinCo shareholders about 39.2% of Waters' stock on a fully diluted basis after the merger. A total of $4.0 billion will be paid as cash distribution from SpinCo to BD before the distribution of shares. This arrangement is subject to various conditions including regulatory approvals, financing arrangements, and completion of the SpinCo Cash Distribution. Other related agreements are also outlined, governing different aspects of the transaction, tax matters, and post-closing governance.