Waters Corporation Shareholders Approve Share Issuance for Planned Combination with BD Biosciences and Diagnostics

Waters Corporation (Milford, Massachusetts, USA) has announced that its shareholders approved the issuance of Waters common stock to shareholders of Becton, Dickinson and Company (BD) in connection with the proposed combination of BD’s Biosciences and Diagnostic Solutions business with Waters (1). The vote occurred at a special meeting of shareholders held by the company. According to preliminary tallies from the meeting, approximately 99% of the shares present in person or by proxy were cast in favor of the issuance. The company stated that final results will be certified by the inspectors of election and reported in a Form 8‑K filing with the U.S. Securities and Exchange Commission.

The companies reported that they have received all required regulatory approvals for the transaction. In addition, BD received a favorable Private Letter Ruling from the Internal Revenue Service addressing U.S. federal income tax considerations related to the deal. Waters indicated that the transaction is expected to close on February 9, 2026, subject to satisfaction of the remaining customary closing conditions.

Following the shareholder approval, Waters adjusted the timing of its previously scheduled fourth‑quarter 2025 financial results and associated conference call. The company now plans to release results and host its call on Monday, February 9, 2026, at 8:30 a.m. Eastern Time, aligning the event with the anticipated transaction close date. A live webcast of the presentation will be accessible through the Waters investor relations website, with a replay available until at least March 9, 2026, at midnight Eastern Time.

In remarks included with the announcement, Udit Batra, Ph.D., president and chief executive officer of Waters Corporation, characterized the shareholder vote as an important step toward completing the proposed combination. "With this milestone complete, our focus is on closing the transaction and ushering in the next chapter of growth and innovation as a differentiated leader in life sciences and diagnostics. We look forward to creating meaningful value for patients, customers, employees, and shareholders alike" (1).

The special meeting approval pertains specifically to the issuance of Waters shares to BD shareholders as part of the contemplated transaction structure. The press release noted that approximately 99% of the shares represented supported the issuance (1), signaling substantial shareholder backing for the proposal.

Operationally, the company’s revised earnings calendar is intended to coincide with the expected completion of the transaction. Waters advised interested parties to access the webcast through its investor relations site and noted the availability of a replay window extending into March 2026.

Overall, the announcement conveys that Waters has secured shareholder authorization for the share issuance required to advance the proposed combination with BD’s Biosciences and Diagnostic Solutions business. With regulatory approvals reported as complete, an IRS ruling in place, and a scheduled closing date identified, the company outlined the remaining steps as satisfying customary closing conditions and finalizing the shareholder vote certification for U.S. Securities and Exchange Commission reporting.

To read more on the merger, see our coverage here: Waters to Merge with BD Biosciences in $17.5 Billion Life Sciences Deal

Reference

(1) Waters Newsroom, Waters Shareholders Approve Combination with BD's Biosciences & Diagnostic Solutions Business https://ir.waters.com/News--Events/newsroom/news-details/2026/Waters-Shareholders-Approve-Combination-with-BDs-Biosciences--Diagnostic-Solutions-Business/default.aspx (accessed 2026-01-28).