BD Completes Combination of Biosciences & Diagnostic Solutions Business with Waters Corporation

Rhea-AI Summary

BD (NYSE: BDX) completed the spin-off and combination of its Biosciences & Diagnostic Solutions business with Waters Corporation (NYSE: WAT) on Feb 9, 2026. BD received $4.0 billion in cash and shareholders received ~0.135 WAT shares per BDX share, with cash for fractions.

As of closing BD shareholders held 39.2% of the combined company (fully diluted). Based on WAT's Feb 6, 2026 close, the business was valued at $18.8 billion. BD expects to use $2.0 billion for an accelerated share repurchase and $2.0 billion to repay debt. Claire M. Fraser joined the Waters board and stepped down from the BD board.

Positive

• BD received $4.0 billion in cash from the transaction
• BD plans a $2.0 billion accelerated share repurchase to return capital
• BD will use $2.0 billion of proceeds for debt repayment
• BD shareholders hold 39.2% of the combined Waters company on a fully diluted basis
• Transaction valued the business at $18.8 billion based on Feb 6, 2026 close

Negative

• None.

Key Figures

Waters stock distribution ratio: 0.135 shares Cash proceeds to BD: $4 billion Ownership in combined company: 39.2% +4 more

7 metrics

Waters stock distribution ratio 0.135 shares Waters common stock per BD share at Feb 5, 2026 record date

Cash proceeds to BD $4 billion Cash BD received in connection with Waters combination

Ownership in combined company 39.2% BD shareholders’ stake in Waters/BD Biosciences & Diagnostic Solutions on fully diluted basis

Transaction valuation $18.8 billion Value of BD Biosciences & Diagnostic Solutions based on Feb 6, 2026 Waters close

Buyback allocation $2 billion Proceeds earmarked for accelerated repurchase of BD common shares

Debt repayment allocation $2 billion Proceeds earmarked for BD debt repayment

Non-core divestitures 3 assets Substantial non-core assets divested as part of BD 2025 strategy

Market Reality Check

Price: $328.14 Vol: Volume 1,756,431 is sligh...

normal vol

$328.14 Last Close

Volume Volume 1,756,431 is slightly below the 20-day average of 1,997,155 (relative volume 0.88x). normal

Technical BDX trades at 210.35, above its 200-day MA of 187.17 and about 12.08% below its 52-week high.

Peers on Argus

BDX is up 1.7% with mixed peer moves: ALC +1.78%, RMD +1.72%, WST +5.77%, BAX ro...

BDX is up 1.7% with mixed peer moves: ALC +1.78%, RMD +1.72%, WST +5.77%, BAX roughly flat (-0.05%), HOLX unchanged. Scanner data does not flag a coordinated sector move, pointing to a company-specific catalyst.

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 with Envetec for laboratory plastics feedstock.
Jan 27	Dividend & buyback	Positive	-0.7%	Quarterly dividend and expanded share repurchase authorization, plus repurchases to date.
Jan 27	Earnings call date	Neutral	-0.0%	Announcement of Q1 FY26 webcast timing and related investor materials.
Jan 27	Spin-off terms set	Positive	-0.0%	Record date and financial terms for Biosciences & Diagnostic Solutions spin-off.
Jan 27	Deal approval	Positive	-0.0%	Waters shareholder approval and regulatory clearances for the combination with BD unit.

Pattern Detected

Recent history shows mostly flat-to-negative reactions to generally positive corporate and capital return updates.

Recent Company History

Over the last several weeks, BD has highlighted portfolio reshaping and capital return. On Jan 27, it detailed the spin-off and Reverse Morris Trust structure with Waters and announced additional buyback capacity and dividends, yet shares saw small declines. Sustainability initiatives and logistics updates on Jan 29 also drew muted reaction. Today’s completion of the Waters combination and cash inflow continues this strategic realignment theme.

Market Pulse Summary

This announcement finalizes the separation and combination of BD’s Biosciences & Diagnostic Solution...

Analysis

This announcement finalizes the separation and combination of BD’s Biosciences & Diagnostic Solutions unit with Waters, delivering $4 billion of cash and valuing the divested business at $18.8 billion. BD plans to direct $2 billion to share repurchases and $2 billion to debt reduction, reinforcing its transition to a focused MedTech profile. Investors may track progress under the “Excellence Unleashed” strategy and subsequent capital allocation outcomes.

Key Terms

spin-off, accelerated share repurchase program, MedTech

3 terms

spin-off financial

"announced the successful completion of the previously announced spin-off of BD's Biosciences"

A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.

accelerated share repurchase program financial

"use $2 billion of the proceeds to repurchase BD common shares through an accelerated share repurchase program"

An accelerated share repurchase program is a way for a company to buy back its own shares quickly, often in a matter of days or weeks. It typically involves the company paying a financial firm to buy shares on its behalf, which can help boost the company's stock price and reduce the number of shares available to investors. This process is important because it can influence share value and signal confidence in the company's future.

MedTech technical

"positioning BD for its next chapter as a focused, pure-play MedTech company"

Medtech is the industry that designs and sells medical devices, diagnostic tools and health-related software used by doctors, hospitals and patients to prevent, detect or treat illness. Investors care because these products can drive steady revenue or rapid growth depending on regulatory approval, how widely clinicians and insurers adopt them, and the cost advantages they offer — similar to how a popular new tool can reshape a trade and its market.

AI-generated analysis. Not financial advice.

FRANKLIN LAKES, N.J., Feb. 9, 2026 /PRNewswire/ -- BD (Becton, Dickinson and Company) (NYSE: BDX) today announced the successful completion of the previously announced spin-off of BD's Biosciences & Diagnostic Solutions business and the combination of the business with Waters Corporation (NYSE: WAT). 

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, and BD received $4 billion of cash. As of the closing of the transaction, BD's shareholders owned shares of Waters common stock representing 39.2% of the outstanding shares of the combined company on a fully diluted basis. Based on the closing price of Waters common stock on February 6, 2026, the transaction valued the BD Biosciences & Diagnostic Solutions business at $18.8 billion. BD expects to use $2 billion of the proceeds to repurchase BD common shares through an accelerated share repurchase program and the remaining $2 billion for debt repayment. Both initiatives are expected to be executed in the near term, subject to market conditions.

"The successful combination of our Biosciences & Diagnostic Solutions business with Waters marks the final milestone of our BD 2025 strategy, positioning BD for its next chapter as a focused, pure-play MedTech company built for the next era of healthcare. Over the last several years, we have deliberately shaped our portfolio – including divesting three substantial non-core assets and completing more than 20 strategic tuck-in acquisitions – to strengthen our presence in some of the most attractive areas in healthcare. As a result, BD is uniquely positioned to capitalize on the trends we've identified as shaping the future of healthcare: the rise of smarter connected devices and AI; the shift of care to more convenient settings; and rapid advances in technologies for chronic disease," said Tom Polen, Chairman, CEO, and President of BD. 

"Looking ahead, BD is accelerating execution through our Excellence Unleashed strategy – strengthening our commercial engine, leading with differentiated innovation, and delivering with exceptional quality and world-class operations. Combined with our global scale, leading positions in the majority of markets we serve, and highly recurring consumables model, we believe BD is well-positioned to generate durable revenue, margin, and cash flow growth to drive shareholder value," Polen added.

BD also reported first-quarter fiscal year 2026 financial results today.

Pursuant to the terms of the transaction agreement, Claire M. Fraser, Ph.D., has been appointed to the Waters Corporation Board of Directors effective upon the closing of the transaction, and is simultaneously stepping down from the BD Board of Directors, following nearly two decades of dedicated service.

Polen concluded, "On behalf of the BD Board and management team, we thank Claire for her invaluable contributions to BD. Claire's leadership and expertise in genomics, infectious diseases and molecular diagnostics have been instrumental in guiding our company through transformative periods and shaping the strategic direction of BD. She will provide significant expertise to Waters as part of their Board, and we wish her continued success."

Citi served as lead financial advisor to BD, and Evercore also served as a financial advisor. Wachtell, Lipton, Rosen & Katz served as lead legal counsel to BD.

About BD 

BD is one of the world's largest pure-play medical technology companies with a Purpose of advancing the world of health™ by driving innovation across medical essentials, connected care, biopharma systems and interventional. The company supports those on the frontlines of healthcare by developing transformative technologies, services and solutions that optimize clinical operations and improve care for patients. Operating across the globe, with more than 60,000 employees, BD delivers billions of products annually that have a positive impact on global healthcare. By working in close collaboration with customers, BD can help enhance outcomes, lower costs, increase clinical efficiency, improve safety and expand access to healthcare. For more information on BD, please visit bd.com or connect with us on LinkedIn at www.linkedin.com/company/bd1/, X @BDandCo or Instagram @becton_dickinson.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking information about the completion of the transaction in which BD spun off its Biosciences & Diagnostic Solutions business and combined it with Waters Corporation, as well as BD's pipeline, Excellence Unleashed strategy and actions to enhance shareholder value, including their potential benefits, that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, failure to realize the anticipated benefits of the transaction with Waters; our ability to execute the Excellence Unleashed strategy; the uncertainties inherent in business and financial planning, including, without limitation, risks related to BD's business and prospects, adverse developments in BD's markets, or adverse developments in the U.S. or global capital markets, credit markets, regulatory environment or economies generally; and competitive developments.

A further description of risks and uncertainties can be found in BD's reports filed with the SEC, including BD's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC. Any forward-looking statements speak only as of the date of this press release. BD does not undertake, and expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Contacts

Media
Matt Marcus
VP, Public Relations
Matt.Marcus@bd.com

Investors
Shawn Bevec
SVP, Investor Relations
Investor_Relations@bd.com

View original content:https://www.prnewswire.com/news-releases/bd-completes-combination-of-biosciences--diagnostic-solutions-business-with-waters-corporation-302682579.html

SOURCE BD (Becton, Dickinson and Company)

FAQ

What did BD (BDX) receive in the spin-off and combination with Waters (WAT)?

BD received $4.0 billion in cash as part of the deal. According to the company, BD will allocate $2.0 billion to an accelerated share repurchase and $2.0 billion to debt repayment.

How many Waters shares did BD shareholders receive per BD share in the Feb 2026 deal?

BD shareholders received approximately 0.135 shares of Waters for each BD share. According to the company, cash will be paid in lieu of any fractional Waters shares.

What ownership stake do BD shareholders hold in the combined Waters company after the closing?

BD shareholders own 39.2% of the combined company on a fully diluted basis. According to the company, that percentage reflects ownership as of the transaction closing.

What valuation was implied for BD's Biosciences & Diagnostic Solutions business?

The transaction valued the business at $18.8 billion based on Waters' closing price on Feb 6, 2026. According to the company, that figure uses the market close on Feb 6, 2026.

Who joined the Waters board and what change occurred on the BD board after the transaction?

Claire M. Fraser, Ph.D., was appointed to the Waters board and stepped down from the BD board. According to the company, this change was effective upon closing of the transaction.