WATERS CORP /DE/ 8-K

What Happened

• Waters Corporation filed a Current Report on Form 8‑K on January 16, 2026 to provide supplemental disclosures to the proxy statement/prospectus for its proposed Reverse Morris Trust (RMT) transaction with Becton, Dickinson and Company (BD). The Merger Agreement was originally entered July 13, 2025; the registration statement on Form S‑4 was declared effective December 23, 2025 and the special meeting of Waters stockholders is scheduled for January 27, 2026.
• The supplemental disclosures were made after two lawsuits were filed in New York State Supreme Court (Ryan Carroll v. Waters Corp., No. 650159/2026; Joseph Clark v. Waters Corp., No. 650180/2026) and after Waters received demand letters alleging omissions in the proxy. Waters denies the allegations but voluntarily supplemented disclosures to moot those claims and reduce the risk of delay to the transaction.
• The supplement adds updated projected financial tables (2025–2034) and valuation analyses used by Barclays, including a discounted cash flow (DCF) equity value range for Waters of $20.9B–$24.7B (per‑share $348.11–$410.57 as of July 11, 2025) and implied BDS Business enterprise value ranges of $16.8B–$19.7B (stand‑alone) and $19.6B–$23.1B (with Waters synergies).

Key Details

• Merger process dates: Merger Agreement executed July 13, 2025; S‑4 effective Dec 23, 2025; Form 10 (SpinCo) effective Dec 31, 2025; special meeting set for Jan 27, 2026. 8‑K filed Jan 16, 2026.
• Litigation: Two shareholder complaints filed (NY County) and additional demand letters; Waters denies liability but issued supplemental disclosures to address the claims.
• Updated projections (Unlevered Free Cash Flow examples): Waters Standalone 2025E $772M → 2034E $1,608M; Waters Advocacy Case 2025E $778M → 2034E $1,985M; Management Adjusted SpinCo 2025E $634M → 2034E $1,187M.
• Valuation and market context: Barclays DCF implied Waters equity value $20.9B–$24.7B (per‑share $348.11–$410.57); broker price target range for Waters was reported as $350–$460 (median ≈ $375).

Why It Matters

• The supplemental disclosures are material to investors because they provide revised forward‑looking financial projections, updated valuation metrics and additional background on negotiations—information investors will use to evaluate the proposed transaction terms and expected benefits.
• Waters made the supplements to reduce litigation risk and potential delays to closing; however, the filing also reminds investors that closing remains subject to conditions (regulatory approvals, shareholder votes, etc.) and that forward‑looking projections carry customary risks outlined in the filing.
• Retail investors should review the definitive proxy/prospectus and these supplements before voting at the January 27, 2026 special meeting; all relevant SEC filings (Form S‑4, Form 10, proxy/prospectus and the 8‑K) are available at sec.gov and on Waters’ and BD’s investor websites.