Waters Faces Shareholder Lawsuits Ahead of January 27 Vote on $17.5 Billion BD Combination

Litigation emerges as Waters seeks shareholder approval for major life sciences and diagnostics transaction

Waters Corp., the Milford, Massachusetts-based analytical instruments company, is facing shareholder litigation as it moves toward a pivotal vote tied to its planned $17.5 billion combination with Becton, Dickinson and Company’s Biosciences & Diagnostic Solutions business.

The transaction is structured as a tax-efficient Reverse Morris Trust, a deal format that involves a spinoff of BD’s unit to BD shareholders and a near-simultaneous merger with a Waters subsidiary. Under announced terms, existing Waters shareholders would own about 60.8% of the combined company, while BD shareholders would own about 39.2%. The combined company is expected to retain the Waters name, remain listed on the New York Stock Exchange under the WAT ticker, and keep its headquarters in Milford.

What shareholders are being asked to approve

Waters has scheduled a special meeting of shareholders for January 27, 2026, to vote on authorizing the issuance of Waters shares required to complete the transaction. The meeting is planned as an online-only event.

Waters and BD have said the deal’s closing is targeted for around the end of the first quarter of calendar year 2026. Completion remains subject to regulatory approvals and other customary closing conditions, including compliance with securities filing requirements and tax-related determinations associated with the structure.

Deal economics and strategic rationale

Waters and BD have described the combination as a move to create a larger life science and diagnostics company serving regulated, high-volume testing markets. The companies have projected pro forma 2025 revenue of roughly $6.5 billion and pro forma adjusted EBITDA of about $2.0 billion for the combined entity. They have also outlined synergy targets that include approximately $200 million of cost synergies by year three after closing and approximately $290 million of revenue synergies by year five, with a longer-term goal of about $345 million in annualized EBITDA synergies by 2030.

As part of the transaction mechanics, BD is expected to receive a cash distribution of approximately $4 billion prior to completion, subject to specified adjustments. Waters has also indicated it expects to assume approximately $4 billion of incremental debt in connection with the deal.

What the lawsuits are about

The shareholder suits and related legal actions taking shape around the transaction generally focus on standard merger-related claims, including allegations tied to fiduciary duties and the adequacy of disclosures provided to investors ahead of the vote. Such cases often seek additional disclosure, changes to deal processes, or other remedies, and can add legal cost and uncertainty even when transactions proceed as planned.

• Transaction type: Reverse Morris Trust involving a BD spinoff and merger with Waters
• Ownership split (expected): ~60.8% Waters shareholders / ~39.2% BD shareholders
• Key date: Waters special shareholder meeting on January 27, 2026
• Target closing window: around end of Q1 2026, subject to conditions

Waters’ shareholder vote is focused on approving the share issuance required for completion, a customary step when a transaction requires issuing stock to another company’s shareholders.