Waters to acquire BD's Biosciences & Diagnostic Solutions via Reverse Morris Trust

WATERS CORP /DE/

Waters shareholders to own ~60.8% and former SpinCo shareholders ~39.2% of combined company post-merger.
SpinCo will pay BD $4.0B cash prior to distribution; Waters arranged $1.8B bridge loan for potential special dividend.
Transaction unanimously approved by both boards; expected close by July 13, 2026, subject to regulatory and shareholder approvals.
Waters to pay BD $733M termination fee under certain circumstances if deal fails.
Post-closing board will have 11-12 members, with 1-2 appointed by BD after consultation.

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