Waters said on July 13, 2025 it entered into definitive agreements with BD regarding a Reverse Morris Trust transaction valued at approximately $17.5 billion relating to BD's Biosciences and Diagnostic Solutions business, and that upon completion of the Merger, BD shareholders are expected to own approximately 39.2% of the combined company and existing Waters shareholders are expected to own approximately 60.8%.

1. 01

   Waters said on July 13, 2025 it entered into definitive agreements with BD regarding a Reverse Morris Trust transaction valued at approximately $17.5 billion relating to BD's Biosciences and Diagnostic Solutions business, and that upon completion of the Merger, BD shareholders are expected to own approximately 39.2% of the combined company and existing Waters shareholders are expected to own approximately 60.8%.

2. 02

   Waters said SpinCo will incur approximately $4.0 billion of new indebtedness to fund the $4.0 billion cash payment to BD, which the Company is expected to assume upon completion of the Merger, and the Company estimates it will incur $1.8 billion of transaction-related expenses and financing fees and $120 million of bridge loan commitments, with the transaction expected to close around the end of Q1 2026.

3. 03

   Waters said net sales for Q2 2025 increased 9% compared with the prior-year quarter, while operating income decreased less than 1%. The company cited approximately $14 million of transaction costs associated with the Merger and $5 million of expenses associated with its new ERP system implementation as factors affecting operating income.

4. 04

   Waters said net cash provided by operating activities in the first half of 2025 was $301 million, compared with $317 million in the first half of 2024. As of June 28, 2025, the company had total outstanding debt of $1.5 billion, and net debt borrowings decreased by $170 million during the first half of 2025.

Key figures

Quarter ended June 28, 2025

Revenue

$771M

Operating income

$188M

Net income

$147M

EPS

$2.47

Analysis scope · Management's discussion (MD&A)We analyzed the Management's Discussion and Analysis (MD&A) section. Other sections of the report, such as the notes to the financial statements and risk factors, were not reviewed.

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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