What is the proposed transaction?

Under the Merger Agreement and Separation Agreement dated July 13, 2025, BD will transfer its Biosciences and Diagnostic Solutions business to SpinCo and distribute SpinCo common stock to its stockholders. Merger Sub will then merge into SpinCo, which becomes a wholly owned subsidiary of Waters, and SpinCo common stock converts into Waters common stock, subject to adjustment as set forth in the Merger Agreement.

Why did Waters file these supplemental disclosures?

Waters states the supplements were made voluntarily to moot disclosure claims in the lawsuits and demand letters, to minimize the risk of delay to the merger, and to avoid the costs and uncertainties of defending the suits. Waters states it does not admit any culpability, liability or wrongdoing and maintains that no additional disclosure was required.

What valuation ranges were presented to the Waters board?

Barclays' discounted cash flow analysis implied Waters equity values of $20.9 billion to $24.7 billion, or $348.11 to $410.57 per share as of July 11, 2025. For the BDS Business, implied enterprise values were $16.8 billion to $19.7 billion on a stand-alone basis, without expected synergies, and $19.6 billion to $23.1 billion including Waters management's expected synergies.

What do the updated projections show?

The supplemental Waters standalone baseline projections show revenue of $3,106 million in 2025E rising to $5,596 million in 2034E, and Adjusted EBITDA of $1,114 million in 2025E rising to $2,276 million in 2034E. Management's adjusted SpinCo projections show revenue of $3,354 million in 2025E and Adjusted EBITDA of $928 million in 2025E, rising to $5,575 million and $1,772 million respectively in 2034E.

When is the stockholder vote and what is the board recommendation?

The special meeting of Waters stockholders is scheduled for January 27, 2026, to vote on matters necessary to complete the merger. Waters' board of directors continues to unanimously recommend that stockholders vote FOR the proposals.

WAT 8-K SEC Disclosure — Jan 16, 2026

01—Abstract

Summary

Summary of the 8-K filed January 16, 2026. Cited figures are marked; the original filing is the authoritative source.

Waters Corporation filed this Form 8-K on January 16, 2026 to voluntarily supplement the definitive proxy statement/prospectus for its proposed Merger with the Becton, Dickinson and Company (BD) Biosciences and Diagnostic Solutions (BDS) business.

The transaction is structured as a Reverse Morris Trust: BD will spin off SpinCo, which holds the BDS business, to its stockholders, and SpinCo will then merge into a Waters subsidiary and become a wholly owned Waters subsidiary in exchange for Waters common stock. Waters' special stockholder meeting to approve the merger is scheduled for January 27, 2026, and its board continues to unanimously recommend a vote FOR the proposals. The filing was made in response to two lawsuits filed in New York State Supreme Court and demand letters from purported Waters stockholders alleging that the proxy statement/prospectus omitted material information.

Waters denies these claims and states it believes the original disclosures comply with applicable law. It made the supplements to moot the claims and reduce the risk of delay to the merger, without admitting any liability. The supplements add background on the merger negotiations, including a March 5, 2025 indication of interest and a March 14, 2025 confidentiality agreement.

They also add updated standalone and management projections through 2034, revised discounted cash flow and comparable company and precedent transaction analyses, and a broker price target range. Barclays' discounted cash flow analysis implied Waters equity values of $20.9 billion to $24.7 billion^a, or $348.11 to $410.57 per share as of July 11, 2025, and BDS Business enterprise values of $16.8 billion to $19.7 billion on a stand-alone basis and $19.6 billion to $23.1 billion including expected synergies.

02—Key points

Key Highlights

The merger is a Reverse Morris Trust: BD spins off its Biosciences and Diagnostic Solutions business as SpinCo, which then merges into a Waters subsidiary in exchange for Waters common stock.
Waters' special stockholder meeting to vote on the merger is scheduled for January 27, 2026; the Registration Statement was declared effective December 23, 2025.
Two lawsuits in New York Supreme Court and several demand letters allege the proxy statement/prospectus omitted material information; Waters denies the allegations and says it has meritorious arguments.
Barclays' discounted cash flow analysis implied Waters equity values of $20.9 billion to $24.7 billion, or $348.11 to $410.57 per share as of July 11, 2025.
BDS Business implied enterprise values were $16.8 billion to $19.7 billion on a stand-alone basis and $19.6 billion to $23.1 billion including expected synergies.
Discounted cash flow analyses used discount rates of 9.0% to 10.0% and terminal exit multiples of 16.0x to 18.0x applied to 2034 NTM Adjusted EBITDA of approximately $2.3 billion for Waters and $1.8 billion for the BDS Business.
Sixteen brokers covering Waters set per share price targets from $350.00 to $460.00, with a median of approximately $375.00.

03—Questions

Frequently Asked Questions

What is the proposed transaction?
Under the Merger Agreement and Separation Agreement dated July 13, 2025, BD will transfer its Biosciences and Diagnostic Solutions business to SpinCo and distribute SpinCo common stock to its stockholders. Merger Sub will then merge into SpinCo, which becomes a wholly owned subsidiary of Waters, and SpinCo common stock converts into Waters common stock, subject to adjustment as set forth in the Merger Agreement.
Why did Waters file these supplemental disclosures?
Waters states the supplements were made voluntarily to moot disclosure claims in the lawsuits and demand letters, to minimize the risk of delay to the merger, and to avoid the costs and uncertainties of defending the suits. Waters states it does not admit any culpability, liability or wrongdoing and maintains that no additional disclosure was required.
What valuation ranges were presented to the Waters board?
Barclays' discounted cash flow analysis implied Waters equity values of $20.9 billion to $24.7 billion, or $348.11 to $410.57 per share as of July 11, 2025. For the BDS Business, implied enterprise values were $16.8 billion to $19.7 billion on a stand-alone basis, without expected synergies, and $19.6 billion to $23.1 billion including Waters management's expected synergies.
What do the updated projections show?
The supplemental Waters standalone baseline projections show revenue of $3,106 million in 2025E rising to $5,596 million in 2034E, and Adjusted EBITDA of $1,114 million in 2025E rising to $2,276 million in 2034E. Management's adjusted SpinCo projections show revenue of $3,354 million in 2025E and Adjusted EBITDA of $928 million in 2025E, rising to $5,575 million and $1,772 million respectively in 2034E.
When is the stockholder vote and what is the board recommendation?
The special meeting of Waters stockholders is scheduled for January 27, 2026, to vote on matters necessary to complete the merger. Waters' board of directors continues to unanimously recommend that stockholders vote FOR the proposals.

04—Continue

← View all 8-K filings