The Biosciences & Diagnostic Solutions business of Franklin Lakes-based BD (Becton, Dickinson & Co.) will be merged with Waters, the companies said on Monday, in a deal valued at $17.5 billion. Upon closing of the transaction, the combined companies will be a powerhouse in liquid chromatography, mass spectrometry, flow cytometry and diagnostic solutions.
The combined company will continue to operate under the Waters name and retain its listing on the New York Stock Exchange.
Under the terms of the deal:
- BD shareholders will own approximately 39.2% of the combined company.
- Waters shareholders will retain approximately 60.8%.
- BD will receive a cash distribution of approximately $4 billion prior to completion, subject to adjustments.
The agreement is structured as a tax-efficient Reverse Morris Trust transaction – The BD business will be spun off generally tax-free to BD shareholders and simultaneously merged with a subsidiary of Waters.
The boards of directors of both Waters and BD have unanimously approved the transaction, which is expected to close by the end of Q1 2026, pending regulatory approvals, Waters shareholder approval, and other customary closing conditions.
Upon closing of the deal, expected next year, Udit Batra, Waters’ president and CEO, will lead the combined company while Amol Chaubal, Waters’ CFO, will serve as SVP and CFO.
“We are bringing together complementary portfolios and channels that create an industry-leading life science and diagnostics company. We see an incredible opportunity to leverage both companies’ commitments to unparalleled innovation, technology, and commercial presence to serve attractive high-growth end-markets, while simultaneously unlocking multiple new growth vectors,” Tom Polen, chairman, CEO and president, BD, said. “We couldn’t be more confident that the combined company, under Udit’s leadership, represents the best path to create substantial value for shareholders. Waters offers the right cultural fit for our Biosciences & Diagnostic Solutions associates to flourish and continue their legacy of developing new-to-world, innovative solutions that make a meaningful impact on global health care.”
“Waters’ transformation, marked by strong commercial execution and revitalized innovation, positions us well for this exciting next chapter,” Batra said. “We see tremendous opportunity to immediately apply our expertise in instrument replacement, service plan attachment, and eCommerce expansion, and realize the full potential of the flow cytometry and specialty diagnostics portfolios.”
“This transaction is an important milestone for BD, as it enhances our strategic focus as a leading medical technology company. BD is committed to unlocking long-term value through continued investment in our strong innovation pipeline, and operational and commercial excellence that will drive durable and profitable growth,” Polen added.
