Waters Completes Combination with BD's Biosciences & Diagnostic Solutions Businesses

Rhea-AI Summary

Waters (NYSE: WAT) has completed its combination with Becton, Dickinson and Company's Biosciences & Diagnostic Solutions businesses, creating a global life sciences and diagnostics leader organized into four divisions: Waters Analytical Sciences, Waters Biosciences, Waters Advanced Diagnostics, and Waters Materials Sciences. The transaction used a Reverse Morris Trust, and post-close ownership is Waters 60.8% and BD shareholders 39.2% on a fully diluted basis. Claire M. Fraser, Ph.D., joined the Waters Board, expanding it to 11 members. Barclays advised Waters; Kirkland & Ellis served as lead counsel.

Positive

• Combined company ownership split: Waters 60.8% / BD 39.2%
• Share exchange: 0.135 Waters shares per BD share
• Creates four focused divisions targeting regulated, high-volume testing
• Board strengthened with appointment of Claire M. Fraser, Ph.D.

Negative

• Transaction increases organizational complexity across four divisions
• Integration of large life sciences and diagnostics businesses may pressure execution

Key Figures

Board size: 11 members Corporate divisions: 4 divisions Waters ownership: 60.8% +2 more

5 metrics

Board size 11 members Waters Board after appointment of Claire M. Fraser

Corporate divisions 4 divisions Waters Analytical Sciences, Biosciences, Advanced Diagnostics, Materials Sciences

Waters ownership 60.8% Ownership of combined company by pre-transaction Waters shareholders

BD shareholder stake 39.2% Ownership of combined company by BD shareholders

Exchange ratio 0.135 shares Waters shares per BD share for eligible BD shareholders

Market Reality Check

Price: $207.32 Vol: Volume 1,756,431 vs 20-da...

normal vol

$207.32 Last Close

Volume Volume 1,756,431 vs 20-day average 1,997,155 (about 0.88x average activity). normal

Technical Price $210.35 is above 200-day MA of $187.17 and about 12.08% below the 52-week high.

Peers on Argus

BDX gained 1.7% with peers ALC, RMD and WST up 1.78%, 1.72% and 5.77%, respectiv...

BDX gained 1.7% with peers ALC, RMD and WST up 1.78%, 1.72% and 5.77%, respectively, while BAX and HOLX were flat to slightly negative, suggesting a constructive broader move in medical instruments alongside the transaction news.

Historical Context

5 past events · Latest: Jan 29 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 29	Sustainability initiative	Positive	-0.4%	Closed-loop recycling pilot for laboratory plastics with Envetec.
Jan 27	Dividend & buybacks	Positive	-0.7%	Quarterly dividend, $250M repurchases and 10M-share buyback authorization.
Jan 27	Earnings call date	Neutral	-0.0%	Scheduled Q1 FY26 results and webcast on Feb 9, 2026.
Jan 27	Spin-off terms	Positive	-0.0%	Announced record date and economics of Waters Reverse Morris Trust deal.
Jan 27	Shareholder approval	Positive	-0.0%	Waters shareholders approved issuing stock for BD combination.

Pattern Detected

Recent positive corporate and capital return news often coincided with flat-to-slightly-negative next-day moves, indicating a tendency for muted or contrarian short-term reactions.

Recent Company History

Over the past weeks, BD has focused on portfolio reshaping and capital returns. On Jan 27, it set key dates and terms for spinning off its Biosciences & Diagnostic Solutions business and combining it with Waters, and also declared a $1.05 quarterly dividend plus additional buybacks. Operationally, BD highlighted recycling initiatives and prepared investors for Q1 FY26 results. Today’s completion of the Waters combination follows through on this previously outlined strategic separation.

Market Pulse Summary

This announcement finalizes BD’s previously outlined separation of its Biosciences & Diagnostic Solu...

Analysis

This announcement finalizes BD’s previously outlined separation of its Biosciences & Diagnostic Solutions businesses through a Reverse Morris Trust combination with Waters, leaving BD as a streamlined “New BD.” Earlier disclosures on record dates, deal economics, and segment reorganization provide context for how ongoing results will be reported. Investors may track upcoming quarters for how the remaining segments perform and how capital allocation evolves following this portfolio reshaping.

Key Terms

reverse morris trust, flow cytometry, point-of-care testing

3 terms

reverse morris trust financial

"The combination was effected through a Reverse Morris Trust transaction, where BD's..."

A reverse Morris trust is a tax-efficient deal structure used when a company separates a business unit and immediately combines that unit with another company, allowing the original company’s shareholders to own the merged business. Investors care because it can let companies sell or restructure assets without a big tax bill, affecting shareholder value, ownership percentages, and how quickly the combined business can generate returns—think splitting off a room from your house and having it join a neighbor’s home to avoid a costly property tax.

flow cytometry medical

"including flow cytometry instruments and reagents, and single-cell multiomics..."

A laboratory method that uses lasers and sensors to count and analyze individual cells or tiny particles as they flow past a detector, like a high‑speed supermarket scanner that reads barcodes on each item. Investors care because flow cytometry is widely used in drug development, diagnostics and manufacturing quality control; demand for the instruments, reagents and services can signal progress in clinical programs, recurring revenue streams and adoption of new therapies or tests.

point-of-care testing medical

"includes microbiology, molecular, LC-MS-based multiplex testing, automation solutions, and point-of-care testing."

Medical tests performed at or near the site of patient care that produce rapid results without sending samples to a distant laboratory — like using a point-of-care glucose meter instead of waiting for lab work. Investors care because these tests speed treatment decisions, can lower care costs and expand the number of tests performed, creating demand for devices, supplies and software; sales hinge on accuracy, insurance coverage and regulatory approval.

AI-generated analysis. Not financial advice.

• Announces appointment of Claire M. Fraser, Ph.D., to its Board of Directors
• Forms a global life sciences and diagnostics leader focused on high-volume testing in regulated applications
• Announces formation of four divisions: Waters Analytical Sciences, Waters Biosciences, Waters Advanced Diagnostics, and Waters Materials Sciences

MILFORD, Mass., Feb. 9, 2026 /PRNewswire/ -- Waters Corporation (NYSE: WAT) ("Waters") today announced it has completed the previously announced combination with the Biosciences & Diagnostic Solutions businesses of Becton, Dickinson and Company (NYSE: BDX) ("BD"). The transaction forms a global life sciences and diagnostics leader, equipped with best-in-class technologies, and an industry-leading financial outlook. The Company also announced the appointment of Claire M. Fraser, Ph.D., to its Board of Directors (the "Waters Board"), increasing the size of the Waters Board to a total of 11 members.

Dr. Fraser is a globally acclaimed genome scientist, with three decades of experience managing large research institutes. Most recently, she served as Director of The Institute for Genome Sciences, which she founded in 2007, at the University of Maryland School of Medicine, where she also served as a Professor of Medicine and Microbiology and Immunology. Dr. Fraser received a B.S. in Biology from Rensselaer Polytechnic Institute in Troy, NY, and a Ph.D. in Pharmacology from the State University of New York at Buffalo. 

"As we reach this important milestone, I want to welcome our new colleagues to Waters and Dr. Claire Fraser to our Board," said Flemming Ørnskov, M.D., M.P.H., Chairman, Waters. "Dr. Fraser is an internationally recognized scientist with an extensive background in genomics, infectious diseases, and molecular diagnostics. We will benefit from her expertise and deep knowledge of the business to help oversee our next era of growth and value creation."

"Our combination with BD's Biosciences and Diagnostic Solutions businesses marks a pivotal moment for Waters, bringing together world-class scientific expertise across chemistry, physics, and biology, with rich histories of innovation," said Udit Batra, Ph.D., President and Chief Executive Officer, Waters. "As we enter this next chapter, our focus is clear: address our customers' unmet needs, deliver long-term value for our shareholders, and provide solutions that advance global health. Through our category-defining products and shared culture of innovation, I am confident that together we will accelerate the benefits of pioneering science."

With the transaction now closed, Waters has established four divisions that reflect the Company's continued focus on high-volume testing in regulated applications and its decisive expansion into high-growth adjacent markets. The divisions bring together leading scientific teams to support the development and manufacturing of large and small molecule therapeutics and food and environmental testing, and to advance specialty diagnostics in attractive molecular, microbiology, and multiplex applications.

• Waters Analytical Sciences (formerly Waters Division, excluding Waters Clinical Business): comprised of products, service, and compliant informatics linked to separations science and physical molecular characterization, including liquid chromatography instruments, chemistry consumables, and mass spectrometry, UV, light scattering, and particle analysis detection technologies.
   
• Waters Biosciences (formerly BD Biosciences): comprised of products, service, and informatics linked to the field of biology, spanning cellular sorting and analysis, including flow cytometry instruments and reagents, and single-cell multiomics solutions.
   
• Waters Advanced Diagnostics (formerly BD Diagnostic Solutions and Waters Clinical Business): comprised of products and service for high-value diagnostic workflows in regulated clinical settings. This includes microbiology, molecular, LC-MS-based multiplex testing, automation solutions, and point-of-care testing.
   
• Waters Materials Sciences (formerly TA Division): comprised of products, service, and informatics spanning a diverse range of materials characterization techniques, including thermal analysis, rheology, and microcalorimetry, serving batteries, electronics, and pharmaceutical applications.

Transaction Information

The combination was effected through a Reverse Morris Trust transaction, where BD's Biosciences & Diagnostic Solutions businesses (the "Business") were spun off into a separate entity which merged with a wholly owned subsidiary of Waters, and thus became a wholly owned subsidiary of Waters. Upon consummation of the transaction, Waters shareholders prior to the closing of the transaction owned common stock representing 60.8% of the combined company on a fully diluted basis and BD shareholders owned 39.2% of the combined company on a fully diluted basis. In connection with the transaction, BD shareholders will receive approximately 0.135 shares of Waters common stock for each share of BD common stock that they held as of the close of business on February 5, 2026, the record date for the spin-off, with cash in lieu of any fractional shares of Waters common stock.

Barclays served as financial advisor to Waters, and Kirkland & Ellis LLP served as lead legal counsel.

About Waters Corporation

Waters Corporation (NYSE: WAT) is a global leader in life sciences and diagnostics, dedicated to accelerating the benefits of pioneering science through analytical technologies, informatics, and service. With a focus on regulated, high-volume testing environments, our innovative portfolio harnesses deep scientific expertise across chemistry, physics, and biology. We collaborate with customers around the world to advance the release of effective, high-quality medicines, ensure the safety of food and water, and drive better patient outcomes by detecting diseases earlier, managing routine infections, and combating antibiotic resistance. Through a shared culture of relentless innovation, our passionate team of ~16,000 colleagues turn scientific challenges into breakthroughs that improve lives worldwide. For more information, please visit www.waters.com/combination. 

Cautionary Statement

This release contains "forward-looking" statements regarding future results and events, including statements regarding the expected benefits of the transaction. For this purpose, any statements that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words "will," "feels", "believes", "anticipates", "plans", "expects", "intends", "suggests", "appears", "estimates", "projects" and similar expressions, whether in the negative or affirmative, are intended to identify forward-looking statements. Our actual future results may differ significantly from the results discussed in the forward-looking statements within this release for a variety of reasons, including and without limitation, risks or uncertainties related to, and expectations regarding our ability to realize commercial success subsequent to the completion of our acquisition of the Business and other risk factors detailed from time to time in Waters' reports filed with the Securities and Exchange Commission ("SEC"). Such factors and others that are discussed more fully in the sections entitled "Forward-Looking Statements" and "Risk Factors" of Waters' annual report on Form 10-K for the year ended December 31, 2024 as filed with the SEC, which discussions are incorporated by reference in this release, as updated by Waters' subsequent filings with the SEC. The forward-looking statements included in this release represent Waters' estimates or views as of the date of this release and should not be relied upon as representing Waters' estimates or views as of any date subsequent to the date of this release. Except as required by law, Waters does not assume any obligation to update any forward-looking statements.

Contacts

Molly Gluck
Head of External Communications
Waters Corporation
508.498.9732
PR@waters.com 

Caspar Tudor
Head of Investor Relations
Waters Corporation
508.482.3448
investor_relations@waters.com

 

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SOURCE Waters Corporation

FAQ

What ownership split resulted from Waters' combination with BDX Biosciences & Diagnostic Solutions (NYSE: BDX)?

The combined company is owned 60.8% by Waters and 39.2% by BD shareholders. According to Waters, that split applies on a fully diluted basis following the Reverse Morris Trust closing on February 9, 2026, reflecting the agreed post-transaction capitalization.

How many Waters divisions were created after the BDX businesses combination and what do they focus on?

Waters formed four divisions: Analytical Sciences, Biosciences, Advanced Diagnostics, and Materials Sciences. According to Waters, each division targets specific markets such as separations and mass spectrometry, cellular analysis and single-cell multiomics, regulated clinical diagnostics, and materials characterization.

What did BD shareholders receive for each BD share in the Waters transaction (NYSE: BDX)?

BD shareholders received approximately 0.135 shares of Waters common stock per BD share, with cash for fractional shares. According to Waters, that exchange ratio applied to BD holders of record as of February 5, 2026, the spin-off record date.

Was the Waters–BDX combination structured as a spin-off or merger, and what legal structure was used?

The transaction used a Reverse Morris Trust structure: BD spun off the Business, which merged into a Waters subsidiary. According to Waters, the spin-off merged into a wholly owned Waters subsidiary, making the Business a Waters subsidiary post-closing.

Who joined the Waters Board after the completion of the BD businesses combination (NYSE: WAT)?

Claire M. Fraser, Ph.D., was appointed to the Waters Board, expanding it to 11 members. According to Waters, Dr. Fraser brings decades of genomics and molecular diagnostics experience from academic leadership roles, expected to support oversight during integration and growth.

Which advisors supported Waters in the transaction with BD's Biosciences & Diagnostic Solutions businesses?

Barclays served as financial advisor and Kirkland & Ellis LLP served as lead legal counsel to Waters. According to Waters, these advisors supported the Reverse Morris Trust execution and closing processes for the February 9, 2026 completion.