Becton, Dickinson and Company (BD) and Waters Corporation have entered into a definitive agreement to merge BD’s Biosciences and Diagnostic Solutions business with Waters in a deal valued at approximately USD 17.5 billion.

This joint venture aims to create a new life sciences and diagnostics company focused on regulated, high-volume testing.

The transaction, unanimously approved by the boards of both companies, will be structured as a tax-efficient Reverse Morris Trust. Under this structure, BD will spin off its Biosciences and Diagnostic Solutions business to its shareholders and simultaneously merge with a wholly owned subsidiary of Waters.

Following the completion of the deal, BD shareholders will own roughly 39.2 percent of the combined company, while existing Waters shareholders will retain about 60.8 percent. Additionally, BD will receive a cash distribution of approximately USD 4 billion, prior to completion of the combination, subject to adjustment for cash, working capital, and indebtedness.

The transaction is expected to close by the end of Q1 2026, pending regulatory and Waters shareholder approvals, along with other customary conditions. 

The merger aims to bring together complementary technologies to serve high-volume testing in attractive and regulated end-markets.

The combined entity will operate under the Waters name and will be led by Waters’ current President and CEO, Udit Batra.

"This transaction marks a pivotal milestone in Waters' transformation journey as we embark on a new chapter of growth and value creation. 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,” said Tom Polen, Chairman, CEO, and President of BD.

Waters Chairman Flemming Ornskov called the transaction a “pivotal milestone” in the company’s transformation journey, adding “this combination will accelerate our strategy in multiple high-growth markets and deliver substantial near- and long-term value to our shareholders.”

Batra, who will lead the merged entity, emphasised the strategic fit: “The combination doubles our accessible market to approximately USD 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 and D investment and a common customer-centric culture.”

The combination is expected to double Waters’ total addressable market to around USD 40 billion, with expected annual growth of 5–7 percent. The deal is also projected to generate approximately USD 200 million in cost synergies within three years and USD 290 million in revenue synergies by year five, resulting in approximately USD 345 million of annualized EBITDA synergies by 2030.

In 2025, the combined company is forecasted to generate USD 6.5 billion in pro forma revenue and USD 2.0 billion in adjusted EBITDA. By 2030, projected revenue stands at approximately USD 9 billion, with USD 3.3 billion in adjusted EBITDA and a 32 percent adjusted operating margin.

Barclays is acting as financial advisor to Waters, with legal counsel from Kirkland and Ellis LLP. BD is being advised by Citi as lead financial advisor, with Evercore also involved in the process.

BD’s Biosciences and Diagnostic Solutions segment is expected to deliver approximately USD 3.4 billion in revenue and USD 925 million in adjusted EBITDA for calendar year 2025.