| 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
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