# Augusta SpinCo Corp — merger/scheme_of_arrangement [pending]
Source: SEC API (secapi.ai) · situation sit_d1b1d8d41d96c1be4e54 · retrieved 2026-08-11T15:52:44.405Z

## Overview
Waters Corporation is a global leader in analytical instruments, separations technologies, and software serving the life, materials, food, and environmental sciences; it designs, manufactures, sells and services high-performance liquid chromatography, ultra-performance liquid chromatography and mass spectrometry technology systems, chromatography columns, consumables and post-warranty service pla…

On July 13, 2025, Waters Corporation, Becton Dickinson and Company (BD), and their respective subsidiaries entered into a Separation Agreement and an Agreement and Plan of Merger to effect a Reverse Morris Trust transaction. BD will separate its Biosciences and Diagnostic Solutions business (BDS Business) into Augusta SpinCo Corporation, distribute all SpinCo shares pro rata to BD shareholders for no consideration, and immediately thereafter SpinCo will merge with Waters' subsidiary Beta Merger Sub, with SpinCo surviving as a wholly owned subsidiary of Waters. Following the Merger, former SpinCo shareholders (BD shareholders) are expected to own approximately 39.2% of Waters Common Stock on a fully diluted basis, while pre-Merger Waters shareholders will own approximately 60.8%, subject to potential adjustment to preserve the tax-free nature of the Distribution under Section 355(e) of the Internal Revenue Code.

## Terms
- Counterparty: Becton, Dickinson and Company (BD) · Consideration: stock · Stake: 39.2%

## Key dates
- Vote 2026-01-27 · Expected close 2026-03-31

## Timeline
- 2026-01-05 · 425 (0001193125-26-001511): 425 - Augusta SpinCo Corp — *Waters Corporation is a global leader in analytical instruments, separations technologies, and software serving the life, materials, food, and environmental sciences; it designs, manufactures, sells and services high-performance liquid chromatography, ultra-performance liquid chromatography and mass spectrometry technology systems, chromatography columns, consumables and post-warranty service pla…* On July 13, 2025, Waters Corporation, Becton Dickinson and Company (BD), and their respective subsidiaries entered into a Separation Agreement and an Agreement and Plan of Merger to effect a Reverse Morris Trust transaction. BD will separate its Biosciences and Diagnostic Solutions business (BDS Business) into Augusta SpinCo Corporation, distribute all SpinCo shares pro rata to BD shareholders for no consideration, and immediately thereafter SpinCo will merge with Waters' subsidiary Beta Merger Sub, with SpinCo surviving as a wholly owned subsidiary of Waters. Following the Merger, former SpinCo shareholders (BD shareholders) are expected to own approximately 39.2% of Waters Common Stock on a fully diluted basis, while pre-Merger Waters shareholders will own approximately 60.8%, subject to potential adjustment to preserve the tax-free nature of the Distribution under Section 355(e) of the Internal Revenue Code.
  https://www.sec.gov/Archives/edgar/data/2082015/0001193125-26-001511.txt

## Citations
- 0001193125-26-001511 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526001511