Spin-off - BECTON DICKINSON & CO

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Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Spin-off

Type: New

Accession Number: 000119312525158804

Filing Summary: Becton, Dickinson and Company filed a communication in connection with the proposed business combination between Waters Corporation and Augusta SpinCo Corporation, which encompasses Becton Dickinson's biosciences and diagnostic solutions business. The document discusses various forward-looking statements concerning the expected structure, timing, and benefits of the transaction, such as potential synergies, tax implications, and overall performance of the combined entity. The filing includes a cautionary note on risks and uncertainties that might affect the transaction's completion, including regulatory approvals and possible litigation. Additionally, the communication emphasizes the need for stakeholders to review forthcoming SEC filings, including a Form S-4 and related proxy statements, for vital information regarding the transaction.

Additional details:

Subject Company: Becton, Dickinson and Company

Transaction Counterparty 1: Waters Corporation

Transaction Counterparty 2: Augusta SpinCo Corporation

Expected Benefits: synergies from the transaction

Filing Type: forward-looking statements

Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Spin-off

Type: New

Accession Number: 000001079525000019

Filing Summary: On February 5, 2025, Becton, Dickinson and Company (BD) announced that its board of directors has unanimously authorized management to pursue a plan to separate its Biosciences and Diagnostic Solutions business from the rest of the company. BD intends to provide more specifics regarding the separation plans by the end of fiscal 2025, targeting completion of the transaction in fiscal 2026. The separation is subject to various approvals and regulatory clearances, and there is no guarantee on the form, terms, or timing of the separation transaction.

Additional details:

Date Of Report: 2025-02-05

Fiscal Quarter Ended: 2024-12-31

Press Release Exhibit 99 1: furnished

Press Release Exhibit 99 2: attached

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