沃特世美股招股说明书(2025-12-23版)

YOUR VOTE IS VERY IMPORTANT Dear Shareholders, On July14, 2025, Waters Corporation (“Waters” or “we”) announced its entry into a definitive agreement to combine Becton, Dickinson and Company’s(“BD”) Biosciences& Diagnostic Solutions business with Waters. This transaction is a natural extension of our strategy and transformation to become apioneering life science tools and diagnostics leader with an industry-leading financial outlook. Waters’ management team and Board of Directors (the “Waters Board”) have been, and remain, intensely focused on increasing shareholder value. Since2021, we have been implementing our strategy to move into higher-growth adjacent end markets, organically and inorganically. In addition to launchingnew innovative products, we have accelerated our growth through the acquisitions of Wyatt Technologies and Halo Labs, along with partnerships withleading universities such as University of Delaware, Princeton University, and Washington University. Our Board regularly reviews opportunities, focusing on strategic fit, value creation, financial strength, and actionability. Following a rigorous diligenceprocess, including input from customers, former employees, and external advisors, we confirmed the BD transaction met all criteria: it acceleratesWaters’ growth into high-potential markets, strengthens our financial outlook, and offers meaningful, risk-adjusted synergies. The Board reviewed thesefindings with management across multiple sessions and unanimously approved moving forward. At our upcoming shareholder meeting (the “Special Meeting”) on January 27, 2026, we are asking you to approve the issuance of shares of Waters’Common Stock, par value $0.01 per share, in connection with the transaction. Among the many reasons underlying our confidence is that the transaction: •Builds on a proven model for execution excellence.BD’s Biosciences& Diagnostic Solutions business, in many ways, resembles Watersfrom five years ago. In 2020, we embarked on a transformation that included a revitalization of our innovation engine and commercialexecution, which has resulted in increasing service attachment from 43% to more than 50%, growing eCommerce adoption by more than20%, and embedding instrument replacement in our operating cadence. We believe our execution model will bring the focus, rigor, andoperational excellence needed for these businesses to thrive. •Accelerates our ability to increase shareholder value in high-growth adjacent markets and adds highly complementarytechnologies and customer channels.Expanding into high-growth markets has been a priority for Waters in this dynamic marketenvironment. The combination advances our portfolio in bioseparations by merging our chemistry expertise with BD’s biologics prowess.By deploying BD’s pioneering flow cytometry into systems and procedures that ensure products and data meet defined standards ofquality, accuracy, and reliability and bringing mass spec to specialty diagnostics, the combined business is poised for significant valuecreation.•Unites two industry leaders with strong brands, a legacy of pioneering science, and a shared culture of innovation.Over manydecades, both organizations have earned the trust of researchers, clinicians, manufacturers, and regulators by developing technologies thatdefine the categories they have created and support science at scale, both reliably and consistently, in high-volume regulated settings. Infact, both Waters’ liquid chromatography and BD’s flow cytometry instrumentation have supported Nobel Prize-winning research. Bothteams possess a deep bench of world-leading scientists focused on building simple yet sophisticated solutions that ensure clean food andwater, deliver safe medicines, enable rapid infectious disease diagnosis, prevent antimicrobial resistance, and advance immunology andcell biology. Table of Contents •Delivers meaningful financial benefits with multiple pathways to $345M in expected adjusted EBITDA synergies.We haveidentified a diverse set of revenue and cost synergy opportunities that we are confident we can achieve. After adequately risk adjusting ourforecast, we expect to deliver 7% top line and mid-teens adjusted EPS annualized CAGR growth between 2025 to 2030. With annualrecurring revenue of over 70%, the combined company will be set up for more predictable, high single-digit growth together withsignificant margin expansion. Moreover, the combined company is expected to have a strong cash-generation profile in line with Waters’historic performance, with approximately $0.20 of every dollar of revenue converted into free cash flow beginning in 2026 andapproximately $0.25 of every dollar by 2029. The Waters Board strongly recommends that shareholders should support the transaction and vote “FOR” each of the proposals to be considered at theSpecial Meeting. This proxy statement/prospectus is a proxy statement distributed by Waters for use in soliciting proxies for the Special Meeting