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Becton, Dickinson and Company (BDX) has signed definitive agreements to execute a tax-efficient Reverse Morris Trust with Waters Corporation that will divest BD’s Biosciences and Diagnostic Solutions business. The multi-step transaction involves: (1) the separation of the business into Augusta SpinCo, (2) a $4 billion cash distribution from SpinCo to BD, (3) a pro-rata spin-off of SpinCo shares to BD shareholders, and (4) the merger of SpinCo into a Waters subsidiary, after which BD shareholders will own 39.2 % of Waters’ diluted common stock.
The boards of both companies have unanimously approved the deal. To preserve tax-free status, the exchange ratio can be adjusted so BD holders own at least 50.5 % of Waters for tax purposes; any upward adjustment would lower the cash distribution or trigger a pre-closing dividend by Waters. SpinCo has secured committed bridge financing to ensure the $4 billion payment.
Strategic implications for BD:
- Immediate balance-sheet enhancement via non-dilutive cash proceeds that can be used for debt reduction, share repurchases or reinvestment.
- Simplifies BD’s portfolio, sharpening focus on its core Medical and Interventional segments.
- Continued upside through a significant equity stake in an enlarged Waters, allowing investors to participate in anticipated synergies.
Key terms & protections:
- Waters must pay a $733 million termination fee under certain scenarios.
- Customary covenants, antitrust clearances and IRS tax ruling are required for closing; outside date is 13 July 2026.
- Post-merger Waters board will expand to 11-12 directors, including up to two selected by BD.
Risks: transaction complexity, regulatory approvals, financing execution, and potential dilution adjustments. Failure to close would forfeit strategic benefits and could incur costs.
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