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Becton, Dickinson and Company (BDX) has signed definitive agreements to execute a tax-efficient Reverse Morris Trust with Waters Corporation that will divest BD鈥檚 Biosciences and Diagnostic Solutions business. The multi-step transaction involves: (1) the separation of the business into Augusta SpinCo, (2) a $4 billion cash distribution from SpinCo to BD, (3) a pro-rata spin-off of SpinCo shares to BD shareholders, and (4) the merger of SpinCo into a Waters subsidiary, after which BD shareholders will own 39.2 % of Waters鈥� diluted common stock.

The boards of both companies have unanimously approved the deal. To preserve tax-free status, the exchange ratio can be adjusted so BD holders own at least 50.5 % of Waters for tax purposes; any upward adjustment would lower the cash distribution or trigger a pre-closing dividend by Waters. SpinCo has secured committed bridge financing to ensure the $4 billion payment.

Strategic implications for BD:

• Immediate balance-sheet enhancement via non-dilutive cash proceeds that can be used for debt reduction, share repurchases or reinvestment.
• Simplifies BD鈥檚 portfolio, sharpening focus on its core Medical and Interventional segments.
• Continued upside through a significant equity stake in an enlarged Waters, allowing investors to participate in anticipated synergies.

Key terms & protections:

• Waters must pay a $733 million termination fee under certain scenarios.
• Customary covenants, antitrust clearances and IRS tax ruling are required for closing; outside date is 13 July 2026.
• Post-merger Waters board will expand to 11-12 directors, including up to two selected by BD.

Risks: transaction complexity, regulatory approvals, financing execution, and potential dilution adjustments. Failure to close would forfeit strategic benefits and could incur costs.

Technology & Telecommunication Acquisition Corporation (NASDAQ Pink: TETE) filed its Form 10-Q for the quarter ended 31 May 2025. The SPAC remains in the pre-combination stage and its financial statements continue to reflect a cash shell structure.

Capital & Liquidity

• Unrestricted cash fell to $3,227 (Nov-24: $25,348) while cash and investments in the trust account shrank to $7.26 million (Nov-24: $31.67 million) after extensive shareholder redemptions.
• Following redemptions of ~2.0 million shares on 20 Jan 2025 and a further 3,561 shares on 15 Apr 2025, only 570,982 Class A shares remain subject to redemption.
• The company carries a working-capital deficit of $5.63 million and a cumulative shareholders鈥� deficit of $9.66 million.
• Current liabilities total $5.68 million, comprising $1.65 million payables, $2.82 million sponsor extension loans and $1.21 million working-capital loans. A further $4.03 million deferred under-writer commission is contingent on deal completion.

Operating Results

• Quarterly formation & operating costs: $113,900 (-24% Y/Y).
• Interest income from the trust collapsed to $76,058 (Q2-24: $454,098) because of the reduced trust balance.
• Resulting net loss of $37,842 versus net income of $303,423 in the prior-year quarter.
• For the six-month period, net income was a marginal $30,119 (-94% Y/Y).

Extension Activity & Sponsor Support

• Shareholders approved multiple extensions; the latest Charter Amendment moves the deadline to 20 Aug 2025.
• The sponsor continued to fund monthly trust deposits ($51,365 each) and provided an additional $162k working-capital loan during the half-year.

Proposed Business Combination

• Management reiterates the $1.1 billion two-step merger with Bradbury Capital Holdings Inc., payable in 110 million PubCo shares at $10 each (incl. $235 million at closing plus an $865 million earn-out).

Going-Concern Status

The company discloses substantial doubt about its ability to continue as a going concern due to minimal cash, significant liabilities and the August 2025 deadline. Failure to close the Bradbury deal or secure further extensions will force liquidation of the trust.

Key Investor Takeaways

• Trust capital has fallen 77% since November 2024, materially reducing funds available for the merger or post-closing operations.
• Although sponsor support provides bridge liquidity, total debt to the sponsor now tops $4.0 million.
• With only ~0.6 million public shares left, redemption pressure is largely exhausted; however, limited float could affect post-merger trading liquidity.
• Investors should monitor regulatory filings for merger progress, additional financing and any further amendments to the combination deadline.

Resideo Technologies, Inc. (REZI) filed a Form 144 disclosing a planned disposition of 5,579 common shares via Morgan Stanley Smith Barney on 07 July 2025. The stock originates from restricted stock units granted on 16 November 2022 and carries an estimated market value of $134,342. With 148,503,534 shares currently outstanding, the sale equals roughly 0.004 % of total shares鈥攁n amount generally viewed as immaterial to the company鈥檚 float. The filer reported no other sales in the past three months, and the notice contains no commentary on company operations or outlook.

Schedule 13G Overview 鈥� The Vanguard Group & Ralliant Corp (RAL)

On 30 June 2025, The Vanguard Group filed a Schedule 13G reporting passive beneficial ownership of Ralliant Corp鈥檚 common stock. Vanguard now controls 13,174,096 shares, representing 11.65 % of RAL鈥檚 outstanding shares. The filing is made under Rule 13d-1(b) because Vanguard is an SEC-registered investment adviser ("IA").

Voting vs. dispositive authority

• Sole voting power: 0 shares
• Shared voting power: 49,118 shares
• Sole dispositive power: 12,898,650 shares
• Shared dispositive power: 275,446 shares

While Vanguard has virtually no direct voting power, it retains the right to dispose of nearly all of the reported shares, indicating the holding is spread across indexed and managed funds that delegate voting to third parties or follow fund-level policies.

Implications for investors

• Crossing the 10 % threshold makes Vanguard a significant institutional holder, potentially increasing RAL鈥檚 visibility among passive and ETF-tracking investors.
• The passive 13G filing (rather than an activist 13D) signals no intention to influence control or strategy.
• Concentrated ownership may add liquidity support but could create share-supply risk if Vanguard trims its position.

The certification confirms the stake was acquired in the ordinary course of business and not to influence management. The document is signed by Ashley Grim, Head of Global Fund Administration, on 7 July 2025.