Waters Corporation Shareholders Approve Share Issuance for Planned Merger

Waters Corporation announced that its shareholders have approved the issuance of Waters common stock to shareholders of Becton, Dickinson and Company (BD) as part of the proposed combination of BD’s Biosciences and Diagnostic Solutions business with Waters. At a special meeting of shareholders, preliminary results showed that around 99% of shares present, whether in person or by proxy, voted in favor of the issuance. Final results will be formally certified by election inspectors and filed in a Form 8-K with the U.S. Securities and Exchange Commission.

Both companies have successfully obtained all necessary regulatory approvals for the merger. BD also received a favorable Private Letter Ruling from the IRS concerning U.S. federal income tax considerations related to the transaction. The closing of the deal is expected to take place on February 9, 2026, pending the fulfillment of standard closing conditions.

Following the shareholder approval, Waters made adjustments to its financial reporting schedule. The company rescheduled its fourth-quarter 2025 financial results release and associated conference call to February 9, 2026, at 8:30 a.m. Eastern Time to align with the anticipated closing date of the transaction. The conference call will be accessible through a live webcast on the Waters investor relations website, with a replay available until at least March 9, 2026.

Udit Batra, Ph.D., president and chief executive officer of Waters Corporation, expressed his sentiments on the shareholder vote, highlighting it as a critical step towards finalizing the proposed combination. He emphasized the focus on closing the deal and moving forward into a new chapter of growth and innovation in the life sciences and diagnostics sector. The aim is to generate substantial value for patients, customers, employees, and shareholders alike.

The approval from shareholders specifically pertains to the issuance of Waters shares to BD shareholders as part of the merger. The majority support for the issuance underscores significant backing from shareholders for the merger. The revised earnings announcement by Waters is strategically timed to coincide with the anticipated completion of the transaction, ensuring alignment with key milestones.

Overall, the announcement conveys the successful shareholder authorization for the stock issuance required to advance the merger with BD’s Biosciences and Diagnostic Solutions business. With all regulatory approvals in place, along with a favorable IRS ruling and a scheduled closing date, Waters is moving ahead to finalize customary closing conditions and officially close the transaction.