BD completes spin-off and merges biosciences & diagnostics business with Waters Corporation
BD announced the successful completion of the previously announced spin-off of BD's Biosciences & Diagnostic Solutions business and the combination of the business with Waters Corporation.
In connection with the transaction, BD shareholders will receive approximately 0.135 shares of Waters common stock for each share of BD common stock that they held as of the close of business on February 5, 2026, the record date for the spin-off, with cash in lieu of any fractional shares of Waters common stock, and BD received $4 billion of cash. As of the closing of the transaction, BD's shareholders owned shares of Waters common stock representing 39.2% of the outstanding shares of the combined company on a fully diluted basis. Based on the closing price of Waters common stock on February 6, 2026, the transaction valued the BD Biosciences & Diagnostic Solutions business at $18.8 billion. BD expects to use $2 billion of the proceeds to repurchase BD common shares through an accelerated share repurchase program and the remaining $2 billion for debt repayment. Both initiatives are expected to be executed in the near term, subject to market conditions.
BD also reported first-quarter fiscal year 2026 financial results.
Pursuant to the terms of the transaction agreement, Claire M. Fraser, Ph.D., has been appointed to the Waters Corporation Board of Directors effective upon the closing of the transaction, and is simultaneously stepping down from the BD Board of Directors, following nearly two decades of dedicated service.
Citi served as lead financial advisor to BD, and Evercore also served as a financial advisor. Wachtell, Lipton, Rosen & Katz served as lead legal counsel to BD.
