WATERS CORP /DE/

On February 9, 2026 (the “Closing Date”), Waters Corporation, a Delaware corporation (“Waters”), and Becton, Dickinson and Company, a New Jersey corporation (“BD”), announced that they consummated the previously announced spin-off of BD’s Biosciences and Diagnostic Solutions business (the “SpinCo Business”) and combination of the SpinCo Business with Waters. In accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of July 13, 2025 (the “Merger Agreement”), by and among Waters, BD, Augusta SpinCo Corporation, a Delaware corporation and a wholly owned subsidiary of BD (“SpinCo”), and Beta Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Waters (“Merger Sub”), and the Separation Agreement, dated as of July 13, 2025 (the “Separation Agreement”), by and among Waters, BD and SpinCo, as amended by that certain Amendment No. 1, by and among Waters, BD and SpinCo, dated as of February 9, 2026, (1) BD transferred, and SpinCo accepted and assumed, all of the rights, titles and interests to and under certain assets and liabilities relating to the SpinCo Business such that the SpinCo Business was separated from the remainder of BD’s businesses (the “Separation”), (2) following the Separation, BD distributed, on a pro rata basis (the “Distribution”), one share of SpinCo common stock, par value $0.01 per share (“SpinCo Common Stock”), to each holder of BD common stock (other than any subsidiary of BD) as of the close of business on February 5, 2026 (the “Record Date”, and such holders of BD common stock as of the Record Date, the “Record Date BD Shareholders”) and (3) following the Distribution, Merger Sub merged with and into SpinCo, with SpinCo as the surviving entity (the “Merger”), and each share of SpinCo Common Stock (except for any such shares held as treasury stock, or held by BD, SpinCo or any subsidiary of BD, if any, which shares were canceled) was converted into the right to receive 0.135343148384084 shares of common stock, $0.01 par value per share, of Waters (“Waters Common Stock”) (collectively, the “Transactions”). In addition, pursuant to the terms of the Separation Agreement, prior to the Distribution and the Merger, SpinCo made a cash payment to BD of $4.0 billion. Upon completion of the Distribution and the Merger, Waters issued 38,541,851 shares of Waters Common Stock to the Record Date BD Shareholders. As a result, the Record Date BD Shareholders owned approximately 39.2% of the outstanding shares of Waters Common Stock, and former Waters shareholders owned approximately 60.8% of the outstanding shares of Waters Common Stock, in each case, on a fully diluted basis. As a result of the Merger, Merger Sub ceased to exist as a separate legal entity, and SpinCo became a wholly owned subsidiary of Waters.