Franklin Lakes-based BD (Becton, Dickinson and Company) announced on Tuesday that its Board of Directors has established Feb. 5, as the official record date for the spin-off of its Biosciences & Diagnostic Solutions business.
The move marks a final step in a strategic separation first announced in July 2025. Following the spin-off, the entity will immediately merge with Waters Corporation in a Reverse Morris Trust transaction. The multi-billion-dollar combination is expected to close on Feb. 9, pending final customary closing conditions.
The deal is structured to provide significant value to BD shareholders while positioning BD as a pure-play medical technology leader.
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Cash and equity: BD will receive $4 billion in cash. BD shareholders will receive shares of Waters common stock, which will represent 39.2% of the newly combined company.
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Shareholder requirements: BD investors do not need to pay any fees or exchange their existing BD shares. To be eligible for the Waters stock distribution, investors must simply hold BD common stock as of the Feb. 5 record date.
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Post-closing ownership: Existing Waters shareholders will own 60.8% of the combined entity. BD shareholders will retain 100% of their current BD holdings in addition to the new Waters shares.
Investors should prepare for shifts in share pricing and trading mechanics as the deal nears completion:
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“Due Bills” trading: From Feb. 5 through the closing date (Feb 9), BD stock will trade with “due bills.” This means the right to receive the new Waters shares will stay attached to BD shares sold during this window.
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Ex-distribution date: BD stock is expected to trade “Ex-Distribution” starting the first business day after the merger closes. At this point, BD’s share price will likely adjust to reflect the transfer of the Biosciences & Diagnostic Solutions assets to Waters.
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Tax status: BD confirmed it has received a favorable Private Letter Ruling from the IRS, supporting the tax-efficient nature of the transaction.
For Waters Corporation, the merger is a “pivotal milestone” that is expected to double its total addressable market to approximately $40 billion. The combined company will integrate Waters’ leadership in liquid chromatography and mass spectrometry with BD’s world-class flow cytometry and diagnostic platforms.
For BD, the divestiture allows for a sharpened focus on its core medical and interventional segments. CEO Tom Polen previously noted that the cash proceeds will be used to enhance the company’s capital allocation, including debt repayment and share repurchases.
