Waters Corp Shareholders Approve Merger with Becton, Dickinson
Waters Corp shares fell 3.22% today, hitting a 20-day low amid broader market declines, with the Nasdaq-100 down 1.50% and the S&P 500 down 0.91%.
The significant catalyst for Waters Corp is the recent approval of the merger proposal with Becton, Dickinson & Company, where approximately 99% of shareholders voted in favor. This merger is expected to enhance Waters' market position in life sciences and diagnostics, with the transaction anticipated to close on February 9, 2026, coinciding with the release of its Q4 2025 financial results. Additionally, Becton, Dickinson has received a favorable Private Letter Ruling from the IRS regarding tax implications, ensuring a smoother merger process.
This merger represents a pivotal moment for Waters Corp, potentially leading to increased growth opportunities and innovation in the life sciences sector. The upcoming financial results announcement will be closely watched by investors as it may provide insights into the company's future performance post-merger.
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- Shareholder Vote Outcome: At today's Special Meeting, approximately 99% of shareholders voted in favor of issuing Waters common stock to Becton, Dickinson & Company shareholders, marking a significant milestone in the merger process that is expected to enhance the company's market position in life sciences and diagnostics.
- Transaction Completion Timeline: The transaction is anticipated to close on February 9, 2026, coinciding with Waters' release of its Q4 2025 financial results, indicating the company's readiness to rapidly integrate resources post-merger to drive growth and innovation.
- Tax Ruling Support: Becton, Dickinson & Company has received a favorable Private Letter Ruling from the IRS regarding the federal income tax consequences of the transaction, further ensuring a smooth merger process and mitigating potential financial risks.
- Regulatory Approvals Secured: Waters and Becton, Dickinson & Company have obtained all necessary regulatory approvals, indicating compliance with relevant laws and regulations, thereby laying a solid foundation for future business integration and synergy realization.
- Shareholder Vote Outcome: At today's Special Meeting, approximately 99% of shareholders present voted in favor of issuing Waters common stock to Becton, Dickinson shareholders, marking a significant milestone in the merger process that is expected to enhance the company's market position in life sciences.
- Transaction Closing Timeline: Waters anticipates closing the merger with BD on February 9, 2026, and the successful advancement of this transaction will open new avenues for growth and innovation, further solidifying its leadership in the industry.
- Tax Ruling Support: BD has received a favorable Private Letter Ruling from the IRS regarding the federal income tax consequences of the transaction, providing legal assurance and reducing potential financial risks associated with the merger.
- Financial Results Announcement: Waters will release its Q4 2025 financial results and hold a conference call on February 9, 2026, coinciding with the expected close of the merger, showcasing the company's future financial health and growth potential.
- Spin-Off and Merger Timing: BD has announced that the record date for the spin-off will be set on February 5, 2026, with the merger with Waters expected to complete on February 9, 2026, potentially leading to significant shareholder value enhancement.
- Cash and Equity Distribution: BD will receive $4 billion in cash, while its shareholders will own 39.2% of the combined entity, a structure that is likely to strengthen BD's competitive position in the market.
- Tax Compliance Advantage: BD has received a favorable Private Letter Ruling from the IRS regarding the tax implications of the transaction, which mitigates potential financial risks for shareholders.
- Transaction Conditions and Market Reaction: The merger is subject to customary closing conditions, and BD's stock price is expected to adjust to reflect the business transfer, prompting investors to monitor equity changes post-transaction.
- Spin-Off and Merger Timeline: BD has announced that the record date for the spin-off will be February 5, 2026, with the merger with Waters expected to complete on February 9, 2026, marking a significant restructuring step for the company.
- Cash and Equity Distribution: BD will receive $4 billion in cash, while its shareholders will hold 39.2% of the combined company in Waters common stock, demonstrating BD's strong negotiating position in the transaction.
- Shareholder Rights Protection: BD shareholders will receive Waters stock without any payment, ensuring their rights are preserved post-transaction, which enhances investor confidence.
- Tax Compliance Advantage: BD has received a favorable Private Letter Ruling from the IRS regarding the tax implications of the transaction, reducing potential legal and financial risks and facilitating a smoother transaction process.
Announcement of Record Date: The company has announced a record date for the spin-off of its biosciences and diagnostic solutions business.
Focus on Biosciences: The spin-off aims to enhance focus on the biosciences and diagnostics sectors, potentially leading to improved operational efficiency and growth.










