Waters and BD Biosciences & Diagnostic Solutions to Merge, Forming a Regulated Testing Leader

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Strategic fit enhances presence in high-growth areas, leveraging Waters’ execution model for immediate commercial gains.
Addressable market doubles to approximately $40 billion, projecting annual growth of 5-7%.
Combined pro forma 2025 sales are expected around $6.5 billion, with an adjusted EBITDA of roughly $2.0 billion.
Recurring revenue climbs above 70%, with over 80% of revenue linked to leading brands.
Anticipated annualized EBITDA synergies of approximately $345 million by 2030, including $200 million in cost synergies within three years and $290 million in revenue synergies within five years.
Financial outlook boasts mid-to-high single-digit revenue growth, about 500 basis points of adjusted operating margin expansion, and mid-teens annualized adjusted EPS growth over five years.
Transaction expected to boost adjusted EPS within its first year.
A joint conference call is scheduled for today at 8:00 a.m. ET.

MILFORD, Mass., and FRANKLIN LAKES, N.J., July 14, 2025 /PRNewswire/ — Waters Corporation (NYSE: WAT) and BD (Becton, Dickinson and Company) (NYSE: BDX) have announced a definitive agreement to merge BD’s Biosciences & Diagnostic Solutions business with Waters. This merger aims to create a leading force in life science and diagnostics, combining both companies’ innovative technologies towards an industry-leading financial outlook. The deal is structured as a tax-efficient Reverse Morris Trust transaction, valued at around $17.5 billion.

Compelling Strategic and Financial Benefits

The merger is projected to deliver substantial shareholder value through:

Complementary Technologies: Synergizing technologies geared towards high-volume testing in attractive and regulated markets. The partnership combines top-tier liquid chromatography, mass spectrometry, flow cytometry, and diagnostic solutions, effectively doubling Waters’ total addressable market to approximately $40 billion.
Increased Recurring Revenue: Bolstering annual recurring revenue in high-demand applications. Over 70% of the combined entity’s revenue is projected to be recurring annually, with instrument revenue exceeding half of the total, expected over a standard five- to ten-year replacement period.
Accelerated Market Expansion: Expanding Waters into several adjacent high-growth end-markets:
- The bioseparations portfolio will be enhanced by melding Waters’ chemistry prowess with BD’s biologics expertise, leading to novel methods for separating large biomolecules and driving growth in biologics and novel modalities via cutting-edge consumables.
- In bioanalytical characterization, Waters’ proficiency in downstream, high-volume applications and its established Empower™ informatics platform positions it to integrate BD’s flow cytometry and PCR technologies seamlessly into large molecule QA/QC processes.
- BD’s regulatory acumen and established presence in clinical and diagnostic settings are expected to galvanize market access, streamline service support, expedite menu expansion, and automate multiplex diagnostics using Waters’ LC-MS technologies.
Waters’ Execution Model: Implementing Waters’ proven business model to fully optimize BD’s Biosciences & Diagnostic Solutions business by systematizing execution across instrument replacement, service plan attachment, e-commerce adoption, and new product launches.
Synergies: The transaction expects to generate approximately $200 million in cost synergies within three years post-closing, and roughly $290 million in revenue synergies by year five, resulting in approximately $345 million of annualized EBITDA synergies by 2030.
- Cost synergies will primarily come from enhancements in manufacturing, supply chain, and SG&A, while fostering R&D and commercial investments.
- Revenue synergies are projected to arise from commercial excellence, accelerating expansion into high-growth adjacent areas, and capturing cross-selling opportunities.
Future Outlook: Bolstering a leading pro forma growth outlook with rapid adjusted EPS accretion. The combined company is projected to generate approximately $6.5 billion in pro forma revenue and approximately $2.0 billion in pro forma adjusted EBITDA for calendar year 2025. Pro forma projections between 2025 and 2030 estimate mid-to-high single-digit revenue growth and mid-teens adjusted EPS growth annually. By 2030, the pro forma combined company expects approximately $9 billion in revenue, $3.3 billion in adjusted EBITDA, and an adjusted operating margin of 32%. The transaction is anticipated to boost adjusted EPS in its first year post-closing.

Executive Commentary

Flemming Ornskov, M.D., M.P.H., Chairman, Waters, noted:

“This transaction signifies a transformative milestone in Waters’ evolution, commencing a phase of growth and value generation. The Board recognized that integration with BD’s Biosciences & Diagnostic Solutions business presents a strategic fit with complementary strengths. We are confident that this combination will accelerate our strategy in numerous high-growth markets and deliver substantial near- and long-term value to our shareholders.”

Udit Batra, Ph.D., President and Chief Executive Officer, Waters, added:

“With Waters’ renewed innovation and solid commercial execution, this transaction marks a pivotal transition. We see huge opportunities to immediately implement our expertise in instrument replacement, service plan attachment, and eCommerce expansion, thereby maximizing the flow cytometry and specialty diagnostics portfolios. The merger doubles our addressable market to around $40 billion and allows us to enhance value creation in rapidly expanding segments such as bioseparations, bioanalytical characterization, and multiplex diagnostics, while increasing our ratio of annually recurring revenues.”

“By integrating two pioneering firms with a strong history of breakthrough innovations fueled by substantial R&D investment, we are creating one unified customer-centric culture. I look forward to integrating our talented colleagues from BD’s Biosciences & Diagnostic Solutions business and leading the organization towards making this combination a resounding triumph for all stakeholders, delivering significant value for shareholders.”

Tom Polen, Chairman, CEO and President, BD, stated:

“With complementary portfolios and channels, the combination will establish a leading life science and diagnostics company. We believe we can leverage both companies’ dedication to groundbreaking innovation, technology, and established commercial footprint in high-growth segments to open additional growth opportunities. We are confident that the merged entity, guided by Udit, represents the optimal strategy to create shareholder value. Waters delivers the right cultural alignment for our Biosciences & Diagnostic Solutions associates to succeed. Their legacy of groundbreaking innovation will continue to profoundly influence global healthcare.”

“This transaction marks a pivotal moment for BD, enhancing our strategic focus as a leading medical technology company. BD remains committed to delivering long-term value through investments in our innovation pipeline, and operational and commercial excellence that will foster steadfast and profitable growth. BD will also receive approximately $4 billion in cash, which improves our capital allocation framework and our 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, unanimously approved by both Waters’ and BD’s Boards of Directors, is structured as a Reverse Morris Trust. BD’s Biosciences & Diagnostic Solutions business will be spun-off to BD shareholders and immediately merged with a Waters subsidiary. BD shareholders are expected to own nearly 39.2% of the combined company, while existing Waters shareholders are expected to own approximately 60.8%. Prior to completion, BD will receive a cash distribution of approximately $4 billion, subject to adjustments. The transaction is expected to be tax-free to BD and its shareholders under U.S. federal income tax laws. Waters is expected to assume approximately $4 billion of incremental debt, resulting in a net-debt-to-adjusted EBITDA leverage ratio of 2.3x upon closing. The deal expects to close around the end of the first quarter of 2026, pending regulatory approval, Waters shareholder approval, and satisfaction of other common closing conditions.

Management, Governance, and Headquarters

With the transaction’s close, Waters’ President and CEO, Udit Batra, Ph.D., will lead the new entity, along with Amol Chaubal as SVP and Chief Financial Officer. Key leadership positions to include executives from both companies will be announced later. The Waters Board will be joined by two BD designees post-closing.

The combined company will operate under the Waters name and continue to be listed on the New York Stock Exchange under the ticker symbol WAT. Headquarters will remain in Milford, Mass., while maintaining a significant presence where BD currently operates its Biosciences & Diagnostic Solutions business.

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.

In calendar year 2025, BD’s Biosciences & Diagnostic Solutions business is projected to generate revenue of approximately $3.4 billion and adjusted EBITDA of approximately $925 million.

Advisors

Barclays is serving as the financial advisor to Waters, and Kirkland & Ellis LLP is serving as legal counsel.

Citi is acting as the lead financial advisor to BD, with Evercore also serving as financial advisor. Wachtell, Lipton, Rosen & Katz is serving as legal counsel to BD.

Investor Call

Waters and BD will host a joint conference call today, July 14, 2025, at 8:00 a.m. ET. The webcast and related materials can be found on the investor relations websites of both companies at ir.waters.com and investors.bd.com.

Additional information is available at combination.waters.com/.

About Waters Corporation

Waters Corporation (NYSE:WAT) is at the forefront of analytical instruments, separation technologies, and software, working across life, materials, food, and environmental sciences for over 65 years. The company ensures medicine efficacy, food safety, water purity, and product quality and sustainability. With over 7,600 employees in more than 100 countries, Waters collaborates with customers in laboratories, manufacturers, and hospitals to speed up the benefits of science.

About BD

BD, a global medical technology company, improves medical discovery, diagnostics, and care delivery. BD innovates technology, services, and solutions that advance both clinical therapy for patients and clinical processes for healthcare providers. With over 70,000 employees, BD enhances the safety and efficiency of clinicians’ care delivery, enables laboratory scientists to accurately detect disease, and advances diagnostics and therapeutics. BD operates globally and partners with organizations to tackle global health challenges. By collaborating with customers, BD enhances outcomes, lowers costs, increases efficiencies, improves safety, and expands healthcare access. For more, see bd.com or connect on LinkedIn at www.linkedin.com/company/bd1/, X (Twitter) @BDandCo or Instagram @becton_dickinson.

Additional Information and Where to Find It:

This communication does not constitute an offer to sell or solicit any security. Important details regarding the transaction, including the preliminary and definitive proxy statements/prospectuses, will be filed with the U.S. Securities and Exchange Commission (SEC). INVESTORS AND SECURITY HOLDERS OF WATERS AND BD ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE DUE TO THE VALUABLE INFORMATION THEY WILL PROVIDE. Copies of relevant documents filed with the SEC by Waters, SpinCo, or BD will be available free of charge on the SEC’s website at www.sec.gov or on Waters’ website at waters.com or BD’s website at bd.com.

Participants in the Solicitation

Waters, BD, and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Waters’ stockholders. Details regarding these individuals and their interests will be available in the proxy statement/prospectus and other relevant materials filed with the SEC. Details regarding Waters’ directors and its executive officers are set forth in its Annual Report on Form 10-K and its proxy statement for its 2025 annual meeting. Information about BD’s directors and executive officers is set forth in its Annual Report on Form 10-K and its proxy statement for its 2025 annual meeting. These documents will be made available free of charge through the SEC’s website at www.sec.gov and from Waters’ and BD’s websites as described above.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes forward-looking statements regarding the proposed transaction. These statements involve significant risks and uncertainties, and actual results could differ materially from current expectations. Key factors that could cause differences include the satisfaction of closing conditions, regulatory approvals, the expected timing and structure of the transaction, the ability of the parties to complete the transaction, the expected benefits from the transaction, including synergies, the terms and the scope of the expected financing in connection with the proposed transaction, the tax consequences of the transaction, combined legal, economic, and regulatory conditions, and other risks detailed in Waters’ and BD’s filings with the SEC. 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.

Any forward-looking statements speak as of the date of this communication. None of Waters, BD or SpinCo undertakes any obligation to update these statements except as required by law. Readers are cautioned against placing undue reliance on these forward-looking statements. The potential for further acquisitions must be examined with these factors in mind.

Note Regarding Use of Non-GAAP Financial Measures

This communication includes non-GAAP financial measures, such as adjusted EBITDA, adjusted EPS, and adjusted operating margin. These measures are not a substitute for GAAP results. Definitions of non-GAAP measures may vary among companies. For Calendar Year 2025, Waters’ projected adjusted EBITDA for BD’s Biosciences & Diagnostic Solutions business is approximately $925 million.

(PRNewsfoto/Waters Corporation)