BD (Becton, Dickinson and Company) has agreed to combine its biosciences and diagnostic solutions business with Waters in a transaction valued at around $17.5bn.
This merger, structured as a Reverse Morris Trust to maximise tax efficiency, aims to establish a leading entity in the life sciences and diagnostics field. The enlarged firm will particularly focus on regulated and high-volume testing markets.
BD’s biosciences and diagnostic solutions specialises in immunology, cancer research, and clinical diagnostics, providing flow cytometry instruments and multiomics tools.
Its diagnostic solutions division focuses on microbiology and infectious disease diagnostics, including molecular diagnostics, cervical cancer screening, and point-of-care technologies.
For 2025, the biosciences and diagnostic solutions business is projected to generate approximately $3.4bn in revenue and around $925m in adjusted EBITDA.
Waters, on the other hand, develops analytical instruments, separations technologies, and software.
BD chairman, CEO, and president Tom Polen said: “We are bringing together complementary portfolios and channels that create an industry-leading life science and diagnostics company.
“We see an incredible opportunity to leverage both companies’ commitments to unparalleled innovation, technology, and commercial presence to serve attractive high-growth end-markets, while simultaneously unlocking multiple new growth vectors.”
The merger deal is expected to anticipate substantial economic benefits, including a projected increase in annual recurring revenue.
Approximately 70% of the new company’s revenue is expected to be recurring annually. The merger will also broaden Waters’ market reach, doubling its addressable market to an estimated $40bn.
Waters president and CEO Udit Batra said: “Waters’ transformation, marked by strong commercial execution and revitalised innovation, positions us well for this exciting next chapter. We see tremendous opportunity to immediately apply our expertise in instrument replacement, service plan attachment, and eCommerce expansion, and realise the full potential of the flow cytometry and specialty diagnostics portfolios.
“The combination doubles our accessible market to approximately $40bn and allows us to accelerate value creation in multiple high-growth adjacencies such as bioseparations, bioanalytical characterisation, and multiplex diagnostics, while increasing the ratio of our annually recurring revenues.”
Current BD shareholders will possess around 39.2% of the newly formed company, while Waters shareholders will hold about 60.8%.
Financially, the merger is expected to deliver significant efficiencies. By the third year following the merger’s completion, cost synergies are anticipated to reach roughly $200m.
Revenue synergies could total $290m by the fifth year, resulting in combined annualised EBITDA synergies of approximately $345m by 2030.
The transaction is targeted to close by the end of Q1 2026, contingent upon regulatory and shareholder approvals.
The merged company will continue operating under the Waters brand name and maintain its listing on the New York Stock Exchange with the ticker symbol WAT.
Udit Batra, currently serving as president and CEO of Waters, will head the integrated entity. Amol Chaubal will take on the role of senior vice president (SVP) and chief financial officer.
The merger will enable Waters to extend its bioseparations capabilities by integrating BD’s biologics knowledge with its own chemical expertise. This integration seeks to enhance growth in high-volume applications through improved market access and advanced diagnostic technologies.
BD’s regulatory experience is expected to facilitate enhanced service support and speed up menu expansion for diagnostics involving liquid chromatography-mass spectrometry technologies from Waters.
Both companies’ boards of directors have unanimously approved the merger. Before finalisation, BD will receive approximately $4bn in cash distribution.
