[8-K] Becton, Dickinson and Co. Reports Material Event

Rhea-AI Filing Summary

Technology & Telecommunication Acquisition Corporation (NASDAQ Pink: TETE) filed its Form 10-Q for the quarter ended 31 May 2025. The SPAC remains in the pre-combination stage and its financial statements continue to reflect a cash shell structure.

Capital & Liquidity

• Unrestricted cash fell to $3,227 (Nov-24: $25,348) while cash and investments in the trust account shrank to $7.26 million (Nov-24: $31.67 million) after extensive shareholder redemptions.
• Following redemptions of ~2.0 million shares on 20 Jan 2025 and a further 3,561 shares on 15 Apr 2025, only 570,982 Class A shares remain subject to redemption.
• The company carries a working-capital deficit of $5.63 million and a cumulative shareholders’ deficit of $9.66 million.
• Current liabilities total $5.68 million, comprising $1.65 million payables, $2.82 million sponsor extension loans and $1.21 million working-capital loans. A further $4.03 million deferred under-writer commission is contingent on deal completion.

Operating Results

• Quarterly formation & operating costs: $113,900 (-24% Y/Y).
• Interest income from the trust collapsed to $76,058 (Q2-24: $454,098) because of the reduced trust balance.
• Resulting net loss of $37,842 versus net income of $303,423 in the prior-year quarter.
• For the six-month period, net income was a marginal $30,119 (-94% Y/Y).

Extension Activity & Sponsor Support

• Shareholders approved multiple extensions; the latest Charter Amendment moves the deadline to 20 Aug 2025.
• The sponsor continued to fund monthly trust deposits ($51,365 each) and provided an additional $162k working-capital loan during the half-year.

Proposed Business Combination

• Management reiterates the $1.1 billion two-step merger with Bradbury Capital Holdings Inc., payable in 110 million PubCo shares at $10 each (incl. $235 million at closing plus an $865 million earn-out).

Going-Concern Status

The company discloses substantial doubt about its ability to continue as a going concern due to minimal cash, significant liabilities and the August 2025 deadline. Failure to close the Bradbury deal or secure further extensions will force liquidation of the trust.

Key Investor Takeaways

• Trust capital has fallen 77% since November 2024, materially reducing funds available for the merger or post-closing operations.
• Although sponsor support provides bridge liquidity, total debt to the sponsor now tops $4.0 million.
• With only ~0.6 million public shares left, redemption pressure is largely exhausted; however, limited float could affect post-merger trading liquidity.
• Investors should monitor regulatory filings for merger progress, additional financing and any further amendments to the combination deadline.

Positive

• Shareholders approved deadline extensions to 20 Aug 2025, preserving time to consummate the Bradbury merger.
• Sponsor continues to fund operations via $2.82 million extension loans and additional working-capital advances, reducing near-term default risk.
• Six-month period remains marginally profitable ($30 k net income) despite lower trust balance, indicating cost restraint.

Negative

• Unrestricted cash is only $3,227, leaving negligible liquidity for ongoing expenses.
• Trust account fell 77 % to $7.26 million after heavy redemptions, limiting capital available for the merger.
• Going-concern warning cites substantial doubt about the company’s ability to continue beyond one year.
• Working-capital deficit widened to $5.63 million and shareholders’ deficit to $9.66 million.
• Quarter turned to a net loss of $37,842 versus prior-year profit as interest income collapsed 83 %.

Insights

SPAC Analyst

TL;DR – Liquidity critically low; trust depleted; completion by Aug-25 essential.

The sharp decline in trust assets to $7.3 million and the minimal $3 k operating cash leave TETE highly exposed if the Bradbury merger stalls. Sponsor loans and monthly extensions avert immediate default but deepen leverage to insiders and widen the shareholders' deficit. Interest-income tailwinds that once masked costs have faded, flipping the quarter to a loss. Given the August 2025 drop-dead date and substantial going-concern warning, the filing is credit-negative and increases the probability of either a dilutive financing round or liquidation.

M&A Specialist

TL;DR – Deal still live; small float simplifies closing but funding gap remains.

The Bradbury Capital Holdings acquisition at an implied $1.1 billion remains on the table and is structured entirely in equity, limiting immediate cash needs. With only 571 k redeemable shares outstanding, future redemptions should be immaterial, reducing deal uncertainty. However, the sponsor must still cover operating deficits, deferred fees and legal contingencies. Absent pipe financing, the new combined entity would start with very limited cash, creating post-close execution risk. Overall, the disclosure is neutral on deal probability but highlights financing challenges.

BECTON DICKINSON & CO false 0000010795 0000010795 2025-07-14 2025-07-14 0000010795 us-gaap:CommonStockMember 2025-07-14 2025-07-14 0000010795 bdx:Notes1.900dueDecember152026Member 2025-07-14 2025-07-14 0000010795 bdx:M1.208NotesDueJune420262Member 2025-07-14 2025-07-14 0000010795 bdx:M1.213NotesDueFebruary1220364Member 2025-07-14 2025-07-14 0000010795 bdx:Notes0034DueAugust132025Member 2025-07-14 2025-07-14 0000010795 bdx:M3.519NotesDueFebruary820313Member 2025-07-14 2025-07-14 0000010795 bdx:M3.828NotesDueJune720321Member 2025-07-14 2025-07-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) July 14, 2025

BECTON, DICKINSON AND COMPANY

(Exact Name of Registrant as Specified in Its Charter)

New Jersey

(State or Other Jurisdiction of Incorporation)

001-4802		22-0760120
(Commission File Number)		(IRS Employer Identification No.)
1 Becton Drive, Franklin Lakes, New Jersey		07417-1880
(Address of Principal Executive Offices)		(Zip Code)

(201) 847-6800

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class		Trading Symbol		Name of Each exchange on Which Registered
Common stock, par value $1.00		BDX		New York Stock Exchange
1.900% Notes due December 15, 2026		BDX26		New York Stock Exchange
1.208% Notes due June 4, 2026		BDX/26A		New York Stock Exchange
1.213% Notes due February 12, 2036		BDX/36		New York Stock Exchange
0.034% Notes due August 13, 2025		BDX25A		New York Stock Exchange
3.519% Notes due February 8, 2031		BDX31		New York Stock Exchange
3.828% Notes due June 7, 2032		BDX32A		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On July 14, 2025, Becton, Dickinson and Company, a New Jersey corporation (the “Company” or “BD”), issued a joint press release with Waters Corporation, a Delaware corporation (“Waters”), announcing entry into definitive agreements pursuant to which the Company’s Biosciences and Diagnostic Solutions business will be combined with Waters in a Reverse Morris Trust transaction. The press release also announced that the Company and Waters will be hosting a joint conference call and webcast at 8:00 a.m., Eastern Time, on July 14, 2025, to discuss the transaction. A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The presentation to be used during the joint conference call and webcast is attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference.

Also on July 14, 2025, the Company published an investor presentation in connection with the transaction. A copy of the investor presentation is attached hereto as Exhibit 99.3 and incorporated into this Item 7.01 by reference. The Company is also furnishing certain information which is attached hereto as Exhibit 99.4 and incorporated into this Item 7.01 by reference.

The information in this Item 7.01, including Exhibits 99.1, 99.2, 99.3 and 99.4, shall neither be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” as that term is defined in the Securities Act and Section 21E of the Exchange Act, including statements regarding the proposed transaction among Waters, BD and Augusta SpinCo Corporation, a Delaware corporation and a wholly owned subsidiary of the Company (“SpinCo”). 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 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 tax consequences of the proposed transaction, the terms and scope of the expected financing in connection with the proposed transaction, the aggregate amount of indebtedness of the combined company following the closing of 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

2

transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the stockholders of Waters may not be obtained; (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 economic 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 U.S. Securities and Exchange Commission (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 will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this Current Report on Form 8-K. None of Waters, BD or SpinCo undertakes, and each party expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Additional Information and Where to Find It

This Current Report on Form 8-K 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, and otherwise in accordance with applicable law.

In connection with the proposed transaction between Waters, SpinCo and BD, the parties intend to file relevant materials with the SEC, including, among other filings, a registration statement on Form S-4 to be filed by Waters (the “Form S-4”) that will include a preliminary proxy statement/prospectus of Waters and a definitive proxy statement/prospectus of Waters, the latter of which will be mailed to stockholders of Waters, and a registration statement on Form 10 to be filed by SpinCo that will incorporate by reference certain portions of the Form S-4 and will serve as an information statement/prospectus in connection with the spin-off of SpinCo from BD. INVESTORS AND SECURITY HOLDERS OF WATERS AND BD ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,

3

CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4 and the proxy statement/prospectus (when available) and other documents filed with the SEC by Waters, SpinCo or BD through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Waters will be available free of charge on Waters’ website at waters.com under the tab “About Waters” and under the heading “Investor Relations” and subheading “Financials—SEC Filings.” Copies of the documents filed with the SEC by BD and SpinCo will be available free of charge on BD’s website at bd.com under the tab “About BD” and under the heading “Investors” and subheading “SEC Filings.”

Participants in the Solicitation

Waters and BD and their respective directors and executive officers may be considered participants in the solicitation of proxies from Waters’ stockholders in connection with the proposed transaction. Information about the directors and executive officers of Waters is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 25, 2025, and its proxy statement for its 2025 annual meeting, which was filed with the SEC on April 9, 2025. To the extent holdings of Waters’ securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Waters and other information regarding the potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction. Information about the directors and executive officers of BD is set forth in its Annual Report on Form 10-K for the year ended September 30, 2024, which was filed with the SEC on November 27, 2024, and its proxy statement for its 2025 annual meeting, which was filed with the SEC on December 19, 2024. To the extent holdings of BD’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at www.sec.gov and from Waters’ website and BD’s website as described above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated as of July 14, 2025
99.2		Investor Presentation, dated as of July 14, 2025
99.3		Investor Presentation, dated as of July 14, 2025
99.4		New BD Overview, dated as of July 14, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BECTON, DICKINSON AND COMPANY
(Registrant)
By:		/s/ Stephanie M. Kelly
		Stephanie M. Kelly
		Chief Securities and Governance Counsel, Corporate Secretary

Date: July 14, 2025

FAQ

What is Technology & Telecommunication Acquisition Corporation’s new deadline to complete a business combination?

Following shareholder approval on 16 Apr 2025, TETE has until 20 Aug 2025 to close a deal or face liquidation.

How much cash and trust capital does TETE have as of 31 May 2025?

The company holds $3,227 in operating cash and $7.26 million in its trust account.

What were the results for the quarter ended 31 May 2025?

TETE recorded a net loss of $37,842 on interest income of $76,058 and formation & operating costs of $113,900.

How many public shares remain outstanding after recent redemptions?

Only 570,982 Class A shares are now subject to possible redemption; total Class A shares outstanding remain 3.41 million.

What is the status of the proposed $1.1 billion merger with Bradbury Capital Holdings?

The merger agreement signed 2 Aug 2023 remains in effect; consideration is 110 million PubCo shares valued at $10 each, subject to earn-out terms.

Why did interest income decline sharply year-over-year?

Interest fell from $454 k to $76 k because the trust balance dropped to $7.26 million after large shareholder redemptions.