Waters Shareholders Approve Combination with BD's Biosciences & Diagnostic Solutions Business
Rhea-AI Summary
Waters (NYSE: WAT) shareholders approved issuing Waters common stock to shareholders of Becton, Dickinson and Company (NYSE: BDX) for the proposed combination of BD's Biosciences & Diagnostic Solutions business with Waters, with preliminary voting showing ~99% support.
Waters and BD received all required regulatory approvals and BD obtained a favorable IRS Private Letter Ruling on U.S. federal tax matters. The transaction is expected to close on February 9, 2026, subject to customary closing conditions. Waters will release Q4 2025 results and hold a conference call and webcast on February 9, 2026 at 8:30 a.m. ET; a replay will be available through at least March 9, 2026.
Positive
- ~99% shareholder vote in favor of the share issuance
- All required regulatory approvals for the transaction obtained
- Favorable IRS Private Letter Ruling on U.S. tax consequences
- Transaction expected to close on Feb 9, 2026
Negative
- Close is still subject to customary closing conditions
- Final certified vote results pending in a Form 8-K filing
Key Figures
Market Reality Check
Peers on Argus
BDX was up 0.81% while close peers showed mixed, mostly modest moves (e.g., RMD +1.29%, WST +1.22%, BAX -1.11%), pointing to a company-specific reaction to the Waters transaction progress rather than a broad sector rotation.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Jan 23 | Product launch | Positive | -2.1% | Launch of BD Research Cloud 7.0 with AI-powered Horizon Panel Maker. |
| Jan 21 | Partnership expansion | Positive | +1.4% | Expanded Ypsomed collaboration on 5.5 mL BD Neopak XtraFlow syringe. |
| Jan 15 | Regulatory clearance | Positive | +0.5% | FDA 510(k) clearance for EnCor EnCompass breast biopsy system. |
| Jan 14 | Leadership change | Positive | +2.9% | Appointment of Shawn Bevec as senior vice president of investor relations. |
| Jan 13 | Capacity investment | Positive | -0.6% | Announcement of $110M syringe capacity expansion and 120 new jobs. |
Recent BD headlines have been largely positive, but price reactions have been mixed, with some product and investment news seeing modest gains and others drawing small selloffs.
Over the past weeks, BD has reported multiple strategic and operational updates, including a $110 million U.S. manufacturing investment, an FDA 510(k) clearance for a breast biopsy system, an expanded biologics-device partnership, and an AI-enabled research cloud launch. Governance and leadership items, such as a new SVP of investor relations, also featured. Against this backdrop, the Waters combination fits into BD’s portfolio-shaping efforts and follows the earlier 8-K disclosure of a 401(k) blackout linked to the transaction.
Market Pulse Summary
This announcement confirms overwhelming shareholder support—about 99% of voting shares—for issuing Waters stock to BD shareholders and notes that all required regulatory approvals have been obtained. It situates the expected February 9, 2026 closing alongside Waters’ Q4 2025 earnings call. Investors may track subsequent SEC filings, integration updates, and how BD’s remaining operations perform following the separation of the Biosciences & Diagnostic Solutions business.
Key Terms
internal revenue service regulatory
regulatory approvals regulatory
form 8-k regulatory
securities and exchange commission regulatory
AI-generated analysis. Not financial advice.
Waters Corporation's Q4 2025 Financial Results Conference Call will now be held on Monday,
February 9th, 2026 at 8:30am ET in conjunction with the expected close of the transaction
"We appreciate the continued support of our shareholders as we move closer to completing this transaction," said Udit Batra, Ph.D., President and Chief Executive Officer, Waters Corporation. "With this milestone complete, our focus is on closing the transaction and ushering in the next chapter of growth and innovation as a differentiated leader in life sciences and diagnostics. We look forward to creating meaningful value for patients, customers, employees, and shareholders alike."
BD has received a favorable Private Letter Ruling from the Internal Revenue Service regarding matters relating to the
The preliminary results of Waters' Special Meeting indicate that approximately
Waters will now release its previously scheduled Q4 2025 financial results and hold its financial results conference call on Monday, February 9, 2026, at 8:30 a.m. Eastern Time in conjunction with the expected close of the transaction. A live webcast of the presentation will be available on Waters Investor Relations website at https://ir.waters.com. A replay of the webcast will also be available until at least March 9, 2026, at midnight Eastern Time.
About Waters Corporation
Waters Corporation (NYSE: WAT), is a global leader in analytical instruments, separations technologies, and software, serving the life, materials, food, and environmental sciences for over 65 years. Our Company helps ensure the efficacy of medicines, the safety of food and the purity of water, and the quality and sustainability of products used every day. In over 100 countries, our 7,600+ passionate employees collaborate with customers in laboratories, manufacturing sites, and hospitals to accelerate the benefits of pioneering science.
Additional Information and Where to Find It
This release is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities Act"), and otherwise in accordance with applicable law.
In connection with the proposed transaction between Waters, Augusta SpinCo Corporation ("SpinCo") and BD, the parties have filed relevant materials with the
Cautionary Statement Regarding Forward-Looking Statements
This release includes "forward-looking statements" as that term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act including statements regarding the proposed transaction among Waters, SpinCo and BD. These forward-looking statements generally are identified by the words "believe," "feel," "project," "expect," "anticipate," "appear," "estimate," "forecast," "outlook," "target," "endeavor," "seek," "predict," "intend," "suggest," "strategy," "plan," "may," "could," "should," "will," "would," "will be," "will continue," "will likely result," or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding future operating and financial performance, market growth and drivers of market growth, success of Waters' products or products of the combined company, customer trends, the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, including the amount and timing of synergies from the proposed transaction, the combined company's plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward looking statements. These forward-looking statements are based on Waters' and BD's current expectations and are subject to risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Waters' and BD's control. None of Waters, BD, SpinCo or any of their respective directors, executive officers, or advisors make any representation or provide any assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Waters or BD. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, these developments could have a material adverse effect on Waters' and BD's businesses and the ability to successfully complete the proposed transaction and realize its benefits. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected by Waters, BD and SpinCo, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of Waters and SpinCo, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) the risk that stockholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general political, economic, regulatory, environmental, trade and/or industry specific conditions or any volatility resulting from the imposition of and changing policies around tariffs; (13) actions by third parties, including government agencies; (14) the risk that the anticipated tax treatment of the proposed transaction is not obtained; (15) the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of BD; (16) risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees, customers, suppliers, or other counterparties; and (17) other risk factors detailed from time to time in Waters' and BD's reports filed with the SEC, including Waters' and BD's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that have been filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive.
Contacts
Molly Gluck
Head of External Communications
Waters Corporation
508.498.9732
Molly_Gluck@waters.com
Caspar Tudor
Head of Investor Relations
Waters Corporation
508.482.3448
investor_relations@waters.com
View original content to download multimedia:https://www.prnewswire.com/news-releases/waters-shareholders-approve-combination-with-bds-biosciences--diagnostic-solutions-business-302671317.html
SOURCE Waters Corporation
FAQ
What did Waters (WAT) shareholders vote on January 27, 2026?
When is the Waters and BD transaction expected to close for WAT shareholders?
Did Waters and BD receive regulatory and tax clearances for the deal?
When will Waters release Q4 2025 results and hold the conference call?
Where can investors watch the Waters Q4 2025 webcast for WAT?
