01—Abstract
Summary
Summary of the 8-K filed January 27, 2026. Cited figures are marked; the original filing is the authoritative source.
On January 27, 2026, Waters Corporation (NYSE: WAT) held a special meeting of shareholders at which they approved the issuance of Waters common stock in connection with the proposed Reverse Morris Trust transaction with Becton, Dickinson and Company (BD).
The transaction combines BD's Biosciences & Diagnostic Solutions business, which is spun off into Augusta SpinCo Corporation and then merged into a Waters subsidiary, with Waters as the surviving parent. SpinCo common stock will convert into the right to receive Waters common stock, and SpinCo will become a wholly owned subsidiary of Waters upon closing. Approximately 54,072,110 shares, or 90.80%a of shares entitled to vote, were present or represented at the meeting.
The Share Issuance Proposal received 53,910,265 votes for, 136,468 against and 25,377 abstentions. The adjournment proposal was rendered moot and was not put to a vote. The filing states that BD has received a favorable Private Letter Ruling from the IRS regarding the U.S. federal income tax consequences of the transaction, and that Waters and BD have received all required regulatory approvals.
The transaction is expected to close on February 9, 2026, subject to satisfaction or waiver of remaining customary closing conditions. The press release also states that Waters' previously scheduled Q4 2025 financial results and conference call will be held on February 9, 2026, at 8:30 a.m. Eastern Time, in conjunction with the expected closing.
The filing notes risks to completion, including failure to satisfy or waive closing conditions, unexpected costs, difficulties in achieving revenue and cost synergies, separation difficulties for the SpinCo business, and potential tax treatment issues. Investors should weigh these forward-looking risks against the approvals already obtained.
02—Key points
Key Highlights
- Waters shareholders approved the Share Issuance Proposal: 53,910,265 for, 136,468 against, 25,377 abstentions.
- Approximately 90.80% of shares entitled to vote were present or represented at the Special Meeting held January 27, 2026.
- The transaction is a Reverse Morris Trust combining BD's Biosciences & Diagnostic Solutions business with Waters.
- BD received a favorable Private Letter Ruling from the IRS on the U.S. federal income tax consequences of the transaction.
- Waters and BD have received all required regulatory approvals, per the press release.
- The transaction is expected to close on February 9, 2026, subject to remaining customary closing conditions.
- Waters' Q4 2025 financial results and conference call were rescheduled to February 9, 2026, at 8:30 a.m. ET, in conjunction with the expected close.
03—Questions
Frequently Asked Questions
What did Waters shareholders vote on at the Special Meeting?
Shareholders voted on the Share Issuance Proposal, which approves issuing Waters common stock under the Merger Agreement with BD and SpinCo. The proposal passed with 53,910,265 votes for, 136,468 against and 25,377 abstaining. The adjournment proposal was not called for a vote.
What is the structure of the transaction?
The transaction is a Reverse Morris Trust. BD spins off its Biosciences and Diagnostic Solutions business into Augusta SpinCo Corporation and distributes SpinCo shares to BD shareholders. SpinCo then merges into a Waters subsidiary, and SpinCo common stock converts into the right to receive Waters common stock. SpinCo becomes a wholly owned subsidiary of Waters.
When is the transaction expected to close?
The transaction is expected to close on February 9, 2026, subject to satisfaction or waiver of remaining customary closing conditions.
What regulatory and tax approvals have been obtained?
According to the press release, Waters and BD have received all required regulatory approvals, and BD has received a favorable Private Letter Ruling from the IRS regarding the U.S. federal income tax consequences of the transaction.
What are the main risks to completing the transaction?
The filing lists risks including failure to satisfy or waive closing conditions, unexpected costs, difficulty separating the SpinCo business from BD, failure to realize anticipated benefits or synergies, loss of key personnel, stockholder litigation, and changes in tax treatment or economic and tariff conditions.
04—Continue