Waters said that in connection with the Merger, 2 lawsuits have been filed by purported stockholders in the Supreme Court of the State of New York, New York County under the captions Ryan Carroll v. Waters Corporation, et al. and Joseph Clark v. Waters Corporation, et al., and that the company has also received demand letters from purported stockholders. The stockholders allege that the Proxy Statement/Prospectus omitted material information.

1. 01

   Waters said that in connection with the Merger, 2 lawsuits have been filed by purported stockholders in the Supreme Court of the State of New York, New York County under the captions Ryan Carroll v. Waters Corporation, et al. and Joseph Clark v. Waters Corporation, et al., and that the company has also received demand letters from purported stockholders. The stockholders allege that the Proxy Statement/Prospectus omitted material information.

2. 02

   Waters said it believes the disclosures in the Proxy Statement/Prospectus comply fully with applicable law and that it has meritorious arguments against the lawsuits and demand letters. However, to avoid the risk of delay to the Merger, litigation costs and uncertainties, and without admitting any culpability, liability or wrongdoing, the company determined to voluntarily supplement the Proxy Statement/Prospectus with supplemental disclosures, the company said.

3. 03

   Waters said it entered into a Reverse Morris Trust merger agreement with BD (Becton, Dickinson and Company) on July 13, 2025, and that SpinCo, which will hold BD's Biosciences and Diagnostic Solutions business, will become a wholly owned subsidiary of Waters upon completion of the Merger. The company said its special stockholder meeting to vote on the Merger is scheduled for January 27, 2026.

4. 04

   Waters said in supplemental disclosures that Barclays' discounted cash flow analysis calculated the implied enterprise value of the BDS Business at $16.8 billion to $19.7 billion on a stand-alone basis without taking into account Waters Management Expected Synergies, and at $19.6 billion to $23.1 billion taking into account Waters Management Expected Synergies.

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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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