Waters to combine with BD's Biosciences unit in reverse Morris Trust deal
On July 13, 2025, Waters signed definitive agreements with Becton, Dickinson and Company (BD) and its spin-off subsidiary SpinCo to combine Waters with BD's Biosciences and Diagnostic Solutions business in a Reverse Morris Trust transaction. After closing, Waters shareholders would own about 60.8% of the combined company and former SpinCo shareholders about 39.2%, and the deal is subject to shareholder approval and regulatory approvals.
Key points
- Waters shareholders would own approximately 60.8% and former SpinCo shareholders approximately 39.2% of Waters common stock on a fully diluted basis after the merger.
- SpinCo will make a $4.0 billion cash payment to BD before the distribution, subject to adjustment.
- Waters has a 364-day bridge loan commitment of $1.8 billion to fund part of a possible special dividend and transaction fees and expenses.
- Closing requires Waters shareholder approval of the share issuance, effective registration statements, and certain U.S. and international regulatory approvals.
The filing
Written by AI on Nov 8, 2026, 1:30 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.