BD to combine biosciences and diagnostics unit with Waters in $4 billion reverse Morris Trust deal
Becton, Dickinson and Company agreed on July 13, 2025 to combine its Biosciences and Diagnostic Solutions business with Waters Corporation through a spin-off and merger. BD expects to receive about $4 billion in cash, and its shareholders would own 39.2% of Waters after the deal, which both boards have unanimously approved.
Key points
- BD receives approximately $4 billion in cash from SpinCo before the spin-off, subject to adjustments for cash, working capital and indebtedness.
- BD shareholders would own 39.2% of the outstanding Waters common stock after the merger; existing Waters holders would own 60.8%.
- Waters must pay BD a $733 million termination fee if the merger agreement is terminated under certain circumstances.
- The merger must close by July 13, 2026, subject to extension tied to pending regulatory approvals, and requires Waters shareholder approval and antitrust clearance.
The filing
Written by AI on Nov 8, 2026, 1:42 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on July 14, 2025.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.