BD (Becton, Dickinson and Company) and Waters Corporation announced a definitive agreement on July 14, 2025, to combine BD's Biosciences & Diagnostic Solutions business with Waters. This transaction, valued at approximately $17.5 billion, is structured as a tax-efficient Reverse Morris Trust.
The combination aims to create an innovative life science and diagnostics leader focused on regulated, high-volume testing. BD's shareholders are expected to own approximately 39.2% of the combined company, with existing Waters shareholders owning approximately 60.8%.
BD will receive a cash distribution of approximately $4 billion prior to the completion of the combination. The company has committed to using at least half of these cash proceeds for share repurchases, with the remaining balance allocated to debt repayment, enhancing its capital allocation framework.
The Biosciences & Diagnostic Solutions business, expected to generate approximately $3.4 billion in revenue for calendar year 2025, will benefit from enhanced focus and investments as a pure-play Life Sciences Tools and Diagnostics leader. The transaction is targeted to close around the end of the first quarter of calendar year 2026, subject to regulatory and shareholder approvals.
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