Waters Corporation (NYSE:WAT) entered into a definitive agreement to acquire Biosciences and Diagnostics Solutions Business of Becton, Dickinson and Company (NYSE:BDX) in a transaction valued at $17.5 billion on July 13, 2025. Becton, Dickinson and Company?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. Becton, Dickinson and Company 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. 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. In case of termination Waters Corporation will pay $733 million.

The transaction is subject to receipt of required regulatory approvals, Waters shareholder approval, Any applicable waiting period under the HSR Act and satisfaction of other customary closing conditions. It was subject to approval by Boards of Directors of Waters and BD and has been unanimously approved by the Boards of Directors of both Waters and Becton, Dickinson and Company. The transaction is expected to close around the end of the first quarter of calendar year 2026. As of December 12, 2025, Waters filed for registration document. As of January 27, 2026, Waters Corporation shareholders overwhelmingly voted to approve the issuance of shares of Waters Corporation common stock to shareholders of Becton, Dickinson and Company. Waters Corporation and Becton, Dickinson and Company have also received all of the required regulatory approvals. The transaction is expected to close on February 9, 2026, subject to the satisfaction of the remaining customary closing conditions.

Upon closing of the transaction, Udit Batra 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 Becton, Dickinson and Company 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, Massachusetts. The transaction values Becton, Dickinson and Company?s Biosciences and Diagnostic Solutions business at approximately 18.9x EBITDA. As of September 26, 2025, the transaction is expected to complete in the first quarter of 2026.

Barclays is serving as financial advisor and David M. Klein,Daniel E. Wolf,Allison M. Wein,Steven M. Choi,Dean S. Shulman,Liam N. Murphy,Rachel Malhiet,J. Robert Fowler,Rebekah Kostelak,Matthew Antinossi,Sophia Hudson,Jennifer L. Lee, Zoey Hitzert,Rachael L. Lichman,Charles H. Martin,Jeffrey J. Seroogy,Amy Barber,Andrea Agathoklis Murino,Psalm Cheung,William S. Richmond and Dennis Williams of Kirkland & Ellis LLP is serving as legal advisor to Waters. Citibank, N.A. and Evercore is acting as lead financial advisor to BD. David K. Lam and Jenna E. Levine of Wachtell, Lipton, Rosen & Katz is serving as legal advisor to BD. Ruchit Patel and Jonathan Klarfeld of Ropes & Gray acted as legal advisor to BD. Eric Sensenbrenner, Thomas Wood, William Alexander and Tatsuro Yamamura of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Becton, Dickinson and Company. Simon Schmid, Christoph Holstein, Sebastian Ritz, Gunnar Sachs, Torsten Syrbe, Philipp Stoecker, Holger Lutz, and Benjamin Sibbett of Clifford Chance Partnerschaftsgesellschaft acted as legal advisor to Becton, Dickinson and Company. Computershare Trust Company, N.A. acted as transfer agent and Innisfree M&A Incorporated acted as proxy solicitor to Waters. Morgan Bale, Ismael Duran, Jeff S. Ramsay, Steve L. Camahort, Daniel Nicholas of Paul Hastings LLP is representing the financing sources providing committed financing for a $17.5 billion Reverse Morris Trust combination between Waters Corporation and BD?s (Becton, Dickinson and Company?s) Biosciences & Diagnostic Solutions business.

Waters Corporation (NYSE:WAT) completed the acquisition of Biosciences and Diagnostics Solutions Business of Becton, Dickinson and Company (NYSE:BDX) in a transaction valued at $18.8 billion on February 9, 2026.