Full Press Release Details
Waters and BD s Biosciences & Diagnostic Solutions Business to Combine,
Creating a Life Science and Diagnostics Leader Focused on Regulated, High-Volume Testing
MILFORD, Mass., and FRANKLIN LAKES, N.J., July 14, 2025 Waters Corporation (NYSE: WAT) and BD (Becton, Dickinson and Company)
(NYSE: BDX) today announced a definitive agreement to combine BD s Biosciences & Diagnostic Solutions business with Waters, creating an innovative life science and diagnostics leader with pioneering technologies and an industry-leading
financial outlook. The agreement is structured as a tax-efficient Reverse Morris Trust transaction valued at approximately $17.5 billion.
Compelling Strategic and Financial Benefits
companies expect that the transaction will create substantial shareholder value by:
Executive Commentary
Flemming Ornskov, M.D., M.P.H., Chairman, Waters, said:
This transaction marks a pivotal milestone in Waters transformation journey as we embark on a new chapter of growth and value creation. As the
Board of Directors evaluated this opportunity throughout the process, it became evident that combining with BD s Biosciences & Diagnostic Solutions business is an excellent strategic fit with complementary strengths. We are confident
that this combination will accelerate our strategy in multiple high-growth markets and deliver substantial near- and long-term value to our shareholders.
Udit Batra, Ph.D., President and Chief Executive Officer, Waters, said:
Waters transformation, marked by strong commercial execution and revitalized innovation, positions us well for this exciting next chapter. 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. The combination doubles
our accessible market to approximately $40 billion and allows us to accelerate value creation in multiple high-growth adjacencies such as bioseparations, bioanalytical characterization, and multiplex diagnostics, while increasing the ratio of
our annually recurring revenues.
We are bringing together two pioneering organizations with a rich history of delivering breakthrough
innovations driven by strong R&D investment and a common customer-centric culture. I look forward to welcoming our talented and like-minded colleagues from BD s Biosciences & Diagnostic Solutions business and leading the collective
organization. Together, we will work to make this combination a resounding success for our stakeholders and deliver significant value for shareholders.
Tom Polen, Chairman, CEO and President, BD, said:
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. 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
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. BD will also receive a cash distribution of
approximately $4 billion, which enhances our capital allocation framework, including a commitment to use at least half of the cash proceeds to repurchase shares, with the remaining balance allocated to debt repayment.
Additional Transaction Details
The transaction, which
has been unanimously approved by the Boards of Directors of both Waters and BD, is structured as a Reverse Morris Trust, where BD s Biosciences & Diagnostic Solutions business will be spun-off to
BD shareholders and simultaneously merged with a wholly owned subsidiary of Waters. BD s shareholders are expected to own approximately 39.2% of the combined company, and existing Waters shareholders are expected to own approximately 60.8% of
the combined company. BD will also receive a cash distribution of approximately $4 billion prior to completion of the combination, subject to adjustment for cash, working capital, and indebtedness. The transaction is expected to be generally tax-free for U.S. federal income tax purposes to BD and BD s shareholders. Waters is expected to assume approximately $4 billion of incremental debt, which would result in a
net-debt-to-adjusted EBITDA leverage ratio for the combined company of 2.3x at closing. The transaction is expected to close
around the end of the first quarter of calendar year 2026, subject to receipt of required regulatory approvals, Waters shareholder approval, and satisfaction of other customary closing conditions.
Management, Governance, and Headquarters
the transaction, Udit Batra, Ph.D., Waters President and Chief Executive Officer, will lead the new entity, and Amol Chaubal will serve as SVP and Chief Financial Officer. Executives from both companies will serve in key leadership roles to be
announced at a later date. Up to two BD designees will join the Waters Board of Directors upon closing.
The combined company will continue to operate
under the Waters name and retain its listing on the New York Stock Exchange under the ticker symbol WAT. Waters headquarters will remain in Milford, Mass., and the combined company will maintain a significant presence where the BD
Biosciences & Diagnostic Solutions business currently operates.
Overview of BD Biosciences & Diagnostic Solutions
Biosciences is a leader in immunology and cancer research solutions and related clinical diagnostics, including flow cytometry instruments and reagents, and
innovative multiomics tools. Diagnostic Solutions is a leader in microbiology and infectious disease diagnostics, including molecular diagnostics, cervical cancer screening, microbiology automation, and point-of-care offerings. Both businesses have strong leadership teams with unparalleled commercial, manufacturing, engineering, and R&D expertise, and are dedicated to bringing the next generation of
breakthrough innovations to researchers, clinicians, and patients.
For calendar year 2025, BD s Biosciences & Diagnostic Solutions business
is expected to generate revenue of approximately $3.4 billion and adjusted EBITDA of approximately $925 million.
Barclays is serving as financial advisor to Waters, and Kirkland & Ellis LLP is serving as legal counsel.
Citi is acting as lead financial advisor to BD, with Evercore also serving as a financial advisor. Wachtell, Lipton, Rosen & Katz is serving as lead
legal counsel to BD.
will hold a joint conference call today, July 14, 2025, at 8:00 a.m. ET. The webcast of the call and the related materials will be available on Waters and BD s investor relations websites at ir.waters.com and investors.bd.com.
Additional information and materials related to the transaction can be found at combination.waters.com/.
About Waters Corporation
Corporation (NYSE:WAT), is a global leader in analytical instruments, separations technologies, and software, serving the life, materials, food, and environmental sciences for over 65 years. Our Company helps ensure the efficacy of
medicines, the safety of food and the purity of water, and the quality and sustainability of products used every day. In over 100 countries, our 7,600+ passionate employees collaborate with customers in laboratories, manufacturing sites, and
hospitals to accelerate the benefits of pioneering science.
BD is one of the largest global medical technology companies in the world and is advancing the world of health by improving medical discovery, diagnostics and
the delivery of care. The company supports the heroes on the frontlines of health care by developing innovative technology, services and solutions that help advance both clinical therapy for patients and clinical process for health care providers.
BD and its more than 70,000 employees have a passion and commitment to help enhance the safety and efficiency of clinicians care delivery process, enable laboratory scientists to accurately detect disease and advance researchers
capabilities to develop the next generation of diagnostics and therapeutics. BD has a presence in virtually every country and partners with organizations around the world to address some of the most challenging global health issues. By working in
close collaboration with customers, BD can help enhance outcomes, lower costs, increase efficiencies, improve safety and expand access to health care. For more information on BD, please visit bd.com or connect with us on LinkedIn
at www.linkedin.com/company/bd1/, X (formerly Twitter) @BDandCo or Instagram @becton_dickinson.
Information and Where to Find It:
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to
buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended (the Securities Act ), and otherwise in accordance with applicable law.
In connection with the proposed transaction between Waters, Augusta SpinCo Corporation ( SpinCo ) and BD, the parties intend to file relevant
materials with the U.S. Securities and Exchange Commission (the SEC ), including, among other filings, a registration statement on Form S-4 to be filed by Waters (the Form S-4 ) that will include a preliminary proxy statement/prospectus of Waters and a definitive proxy statement/prospectus of Waters, the
latter of which will be mailed to stockholders of Waters, and a registration statement on Form 10 to be filed by SpinCo that will incorporate by reference certain portions of the Form S-4 and will serve as an information statement/prospectus in connection with the spin-off of SpinCo from BD. INVESTORS AND SECURITY HOLDERS OF WATERS AND BD ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4 and the proxy
statement/prospectus (when available) and other documents filed with the SEC by Waters, SpinCo or BD through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Waters will be available free of charge on
Waters website at waters.com under the tab About Waters and under the heading Investor Relations and subheading Financials SEC Filings. Copies of the documents filed with the SEC by BD and SpinCo will
be available free of charge on BD s website at bd.com under the tab About BD and under the heading Investors and subheading SEC Filings.
Participants in the Solicitation
Waters and BD and their
respective directors and executive officers may be considered participants in the solicitation of proxies from Waters stockholders in connection with the proposed transaction. Information about the directors and executive officers of Waters is
set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 25, 2025, and its proxy statement for its 2025 annual meeting, which was
filed with the SEC on April 9, 2025. To the extent holdings of Waters securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial
Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Waters and other information regarding the potential participants in the proxy
solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction.
Information about the directors and executive officers of BD is set forth in its Annual Report on Form 10-K for the year ended September 30, 2024, which was filed with the SEC on November 27, 2024,
and its proxy statement for its 2025 annual meeting, which was filed with the SEC on December 19, 2024. To the extent holdings of BD s securities by its directors or executive officers have changed since the amounts set forth in such
filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. You may obtain these documents (when they become available) free of
charge through the website maintained by the SEC at www.sec.gov and from Waters website and BD s website as described above.
Statement Regarding Forward-Looking Statements
This communication includes forward-looking statements as that term is defined in
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction among Waters, BD and SpinCo. These forward-looking statements generally are
identified by the words believe, feel, project, expect, anticipate, appear, estimate, forecast, outlook, target,
endeavor, seek, predict, intend, suggest, strategy, plan, may, could, should, will, would, will
be, will continue, will likely result, or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts,
including, but not limited to, statements regarding the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, including the
amount and timing of synergies from the proposed transaction, the tax consequences of the proposed transaction, the terms and scope of the expected financing in connection with the proposed transaction, the aggregate amount
of indebtedness of the combined company following the closing of the proposed transaction, the combined company s plans, objectives, expectations and intentions, legal, economic and
regulatory conditions, and any assumptions underlying any of the foregoing, are forward looking statements.
These forward-looking statements are based on
Waters and BD s current expectations and are subject to risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties,
many of which are beyond Waters and BD s control. None of Waters, BD, SpinCo or any of their respective directors, executive officers, or advisors make any representation or provide any assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Waters or BD. Should one or more of these