# WATERS CORP /DE/ (WAT) — merger/definitive [completed]
Source: SEC API (secapi.ai) · situation sit_099851770ae9f4d3a429 · retrieved 2026-08-11T16:14:37.254Z

## Overview
Waters Corporation develops and manufactures laboratory analytical instruments and software for pharmaceutical, food, environmental and other industries.

On July 13, 2025, Waters Corporation entered into a Reverse Morris Trust transaction with Becton, Dickinson and Company (BD) to acquire BD's Biosciences and Diagnostic Solutions (BDS) business. Under the structure, BD will transfer the BDS business to its wholly owned subsidiary Augusta SpinCo Corporation, then distribute all SpinCo shares pro rata to BD stockholders. Following the distribution, Waters' subsidiary Beta Merger Sub will merge with SpinCo, with SpinCo surviving and becoming a wholly owned subsidiary of Waters. SpinCo shareholders will receive Waters common stock in the merger. Waters' stockholders are scheduled to vote on the transaction at a special meeting on January 27, 2026.

## Terms
- Counterparty: Becton, Dickinson and Company · Deal value: $3.30B · Consideration: stock

## Key dates
- Announced 2026-01-12 · Record 2025-12-19 · Vote 2026-01-27 · Completed 2026-02-09

## Timeline
- 2026-01-12 · 425 (0001193125-26-010647): 425 - WATERS CORP /DE/ — *Waters Corporation develops and manufactures laboratory analytical instruments, including liquid chromatography-mass spectrometry systems, chromatography data systems (Empower software), and related consumables and services for pharmaceutical, food, environmental, and materials testing applications.* Waters Corporation agreed to acquire Becton, Dickinson and Company's (BD) Biosciences and Diagnostic Solutions business through a transaction involving the spin-off of Augusta SpinCo Corporation from BD. The Form S-4 registration statement was declared effective on December 23, 2025, with a definitive proxy statement/prospectus mailed to Waters shareholders of record as of December 19, 2025. The Form 10 for SpinCo was declared effective on December 31, 2025. The transaction combines Waters' analytical instruments and informatics business with BD's flow cytometry, microbiology, and molecular diagnostics portfolios, creating a combined company with approximately $40 billion in total addressable market.
  https://www.sec.gov/Archives/edgar/data/1000697/0001193125-26-010647.txt
- 2026-01-13 · 425 (0001193125-26-011092): 425 - WATERS CORP /DE/ — *Waters Corporation develops and manufactures laboratory analytical instruments, software, and consumables for regulated applications in pharmaceutical quality assurance, drug development, food and environmental testing, and clinical diagnostics.* Waters Corporation is acquiring Becton, Dickinson and Company's Bioscience and Diagnostics business through a proposed business combination with Augusta SpinCo Corporation, a wholly owned subsidiary of BD. The acquired business generated $3.3 billion in revenue and grew at a 5% CAGR from 2019 to 2024, with 80% recurring revenue. Waters has identified approximately $200 million in cost synergies over three years (roughly 5% of the combined cost base) and additional revenue synergies across high-growth adjacencies including bioanalytical characterization, bioseparations, and molecular diagnostics. The transaction is expected to deliver 7% revenue CAGR and approximately 500 basis points of margin expansion over the next five years, resulting in mid-teen EPS growth.
  https://www.sec.gov/Archives/edgar/data/1000697/0001193125-26-011092.txt
- 2026-01-16 · 425 (0001193125-26-015391): 425 - WATERS CORP /DE/ — *Waters Corporation develops and manufactures laboratory analytical instruments and software for pharmaceutical, food, environmental and other industries.* On July 13, 2025, Waters Corporation entered into a Reverse Morris Trust transaction with Becton, Dickinson and Company (BD) to acquire BD's Biosciences and Diagnostic Solutions (BDS) business. Under the structure, BD will transfer the BDS business to its wholly owned subsidiary Augusta SpinCo Corporation, then distribute all SpinCo shares pro rata to BD stockholders. Following the distribution, Waters' subsidiary Beta Merger Sub will merge with SpinCo, with SpinCo surviving and becoming a wholly owned subsidiary of Waters. SpinCo shareholders will receive Waters common stock in the merger. Waters' stockholders are scheduled to vote on the transaction at a special meeting on January 27, 2026.
  https://www.sec.gov/Archives/edgar/data/1000697/0001193125-26-015391.txt
- 2026-02-09 · 8-K (0001193125-26-042819): 8-K 8-K
  https://www.sec.gov/Archives/edgar/data/1000697/000119312526042819/d23927d8k.htm

## Citations
- 0001193125-26-010647 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526010647
- 0001193125-26-011092 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526011092
- 0001193125-26-015391 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526015391
- 0001193125-26-042819 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526042819