8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 16, 2023

WATERS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-14010	13-3668640
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)

34 Maple Street

Milford, Massachusetts 01757

(Address of principal executive offices) (Zip Code)

(508) 478-2000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock, $0.01 Par Value	WAT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.01.	Completion of Acquisition or Disposition of Assets.

On May 16, 2023, Waters Technologies Corporation (“WTC”), a Delaware corporation and a wholly-owned subsidiary of Waters Corporation (the “Company”), completed its previously announced acquisition of all issued and outstanding equity interests of Wyatt Technology LLC, a California limited liability company (formerly known as Wyatt Technology Corporation) (“Wyatt Technology”), pursuant to that certain Share Purchase Agreement (the “Purchase Agreement”), dated February 14, 2023, by and among the Company, Wyatt Technology, the shareholders named therein (collectively, the “Shareholders”) and Geofrey Wyatt in his capacity as representative of the Shareholders (“Representative”).

The total purchase price payable to the Shareholders of Wyatt Technology was $1,360,000,000 in cash, as adjusted for closing cash, closing indebtedness, closing working capital and closing transaction expenses, in each case as set forth in the Purchase Agreement (the “Transaction”). The Company financed the Transaction through cash on its balance sheet and borrowing under its revolving credit facility.

The foregoing description of the terms of the Purchase Agreement, and the transactions contemplated thereby, do not purport to be complete and are subject to, and qualified in their entirety by reference to the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K with the U.S. Securities and Exchange Commission by the Company on February 15, 2023, and which is incorporated herein by reference in its entirety.

Item 7.01	Other Events.

On May 16, 2023, the Company issued a press release announcing completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

The information contained in Item 7.01 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01	Financial Statements and Exhibits
Exhibit   2.1	Share Purchase Agreement, dated as of February 14, by and among Wyatt Technology Corporation, Waters Technologies Corporation, the shareholders named therein and Geofrey Wyatt in his capacity as representative of the shareholders (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed the Company on February 15, 2023)
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Exhibit 99.1	Press Release of the Company, dated May 16, 2023, announcing completion of the Transaction.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WATERS CORPORATION
	(Registrant)
Date: May 16, 2023	By:	/s/ Amol Chaubal
	Name:	Amol Chaubal
	Title:	Senior Vice President and Chief Financial Officer<br> <br>(Principal Financial Officer and Principal Accounting Officer)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

WatersCorporation Completes Acquisition of Light Scattering Leader Wyatt Technology

Milford, MA., May 16, 2023 – Waters^™^ Corporation (NYSE:WAT) today announced it has completed its acquisition of Wyatt Technology, a pioneer and well-recognized leader in innovative light scattering and field-flow fractionation instruments, software, accessories, and services.

With more than 80% of its rapidly growing revenues tied to large molecule applications, Wyatt accelerates Waters’ ability to build a high-growth business in bioanalytical characterization for new modalities. This includes cell and gene therapies, which represents a significant opportunity with a $1.8 billion total addressable market and 10-12% projected annual growth^i^. Wyatt’s highly complementary analytical technologies, together with Waters’ global reach and expertise in simplifying sophisticated techniques for high-volume applications, positions Waters to better serve the fast-growing needs of its global customers.

“We are pleased to complete the acquisition of Wyatt, which is a significant milestone for Waters as we advance our strategy to accelerate value creation and generate faster growth,” said Dr. Udit Batra, President and CEO, Waters Corporation. “With Wyatt, we are even better positioned to solve our customers’ critical challenges with differentiated bioanalytical characterization techniques. We welcome the Wyatt team to Waters, and look forward to facilitating a smooth integration process and working together to deliver an unmatched set of bioanalytical characterization solutions to our global customers.”

As previously announced, the transaction is expected to be immediately accretive to Waters’ revenue growth and margin profile. Additionally, Waters expects to generate over $70 million in annual revenue synergies by the fifth year following transaction close. The transaction is also expected to be accretive to Waters’ adjusted earnings per share beginning in Q1 2024 and to deliver a high single-digit plus adjusted return on invested capital in year five, net of tax.

About Waters Corporation

Waters Corporation (NYSE:WAT), a global leader in analytical instruments and software, has pioneered chromatography, mass spectrometry, and thermal analysis innovations serving the life, materials, and food sciences for over 60 years. With more than 8,200 employees worldwide, Waters operates directly in 35 countries, including 14 manufacturing facilities, and with products available in more than 100 countries.

About Wyatt Technology

Wyatt Technology is the recognized leader in light scattering instrumentation and software for determining the absolute molar mass, size, charge, and interactions of macromolecules and nanoparticles in solution. More than 40 years ago, Wyatt Technology’s scientists invented the very first commercial light scattering detectors incorporating lasers as their light source. Our customers span the breadth of pharmaceutical and biotech industries, government labs, medical devices, academic institutions, and companies developing chemicals, cosmetics, foods, and beverages. With a staff composed of approximately 25% Ph.D. scientists, and many more dedicated and experienced support personnel, Wyatt’s goal is to delight its customers with the best products, training, customer support, and service available in the industry.

Forward-Looking Statements

In addition to historical facts or statements of current condition, this press release contains forward-looking statements. Forward-looking statements provide each of Waters’ and Wyatt’s current expectations or forecasts of future events. These may include statements regarding the timing and success of integration efforts post-closing, expectations or ability to realize commercial success, the impact of this transaction, if successful, on Waters’ business, anticipated progress on Waters’ research programs, development of new analytical instruments and associated software or consumables, manufacturing development and capabilities, market prospects for its products, sales and earnings guidance, and other statements regarding matters that are not historical facts. You may identify some of these forward-looking statements by the use of words in the statements such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” or other words and terms of similar meaning. Waters’ performance and financial results could differ materially from those reflected in these forward-looking statements due to general financial, economic, regulatory, and political conditions affecting the analytical technology industry, as well as more specific risks and uncertainties facing Waters such as those set forth in its reports on Form 8-K, 10-Q, and 10-K filed with the U.S. Securities and Exchange Commission. Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Therefore, you should not rely on any such factors or forward-looking statements. Furthermore, Waters does not intend to update publicly any forward-looking statement, except as required by law. The U.S. Private Securities Litigation Reform Act of 1995 permits this discussion.

Waters is a trademark of Waters Corporation.

Investor Relations:

Caspar Tudor

Director, Investor Relations

Waters Corporation

investor_relations@waters.com

Media Relations:

Kevin Kempskie

Senior Director, Public Relations

Waters Corporation

pr@waters.com

^i^	Waters internal estimates based on consulting data, industry reports, and market research.<br>