The basics:

• Waters and BD to merge diagnostics units in $17.5B transaction
• Deal structured as Reverse Morris Trust, expected to close in 2026
• Combined firm to operate as Waters, HQ’d in Massachusetts
• BD shareholders to own 39.2% of new life sciences company

Waters Corp. and BD announced a definitive agreement July 14 to combine BD’s Biosciences & Diagnostic Solutions businesses with the Milford, Mass.-based company. 

The deal is structured as a tax-efficient Reverse Morris Trust transaction valued at approximately $17.5 billion, the companies jointly announced. 

If approved, the BD businesses will spin off to BD shareholders and merge with a wholly owned subsidiary of Waters. Franklin Lakes-based BD will also receive a cash distribution of approximately $4 billion before closing. 

The boards of both companies unanimously approved the deal. The transaction is expected to close around the end of the first quarter of 2026, subject to customary approvals and closing conditions. 

BD’s shareholders are expected to own approximately 39.2% of the combined company. Meanwhile, Waters shareholders are expected to own approximately 60.8%. 

In a statement, BD Chairman, CEO and President Tom Polen said the move will “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,” Polen added. 

Leaders in research, diagnostics

BD described its Biosciences Division as “a leader in immunology and cancer research solutions and related clinical diagnostics, including flow cytometry instruments and reagents, and innovative multiomics tools.” 

Meanwhile, the Diagnostic Solutions arm “is a leader in microbiology and infectious disease diagnostics, including molecular diagnostics, cervical cancer screening, microbiology automation, and point-of-care offerings.” 

A BD representative told NJBIZ that the Biosciences business is located in Milpitas, Calif., and the Diagnostic Solutions business is based in Sparks, Md. The representative added that the company does not have “a significant number” of New Jersey employees who work for the business units that will be combining with Waters.

In February, BD unveiled plans to divest the divisions to focus on its core business. In April 2022, the company spun off its former Diabetes Care business to create what is now Embecta Corp.

“Since we announced our intention to separate this business in February, we have been exploring all opportunities and mechanisms to execute this separation in a manner that maximizes shareholder value and provides the greatest opportunities for our customers and employees,” the BD spokesperson said, adding that Waters’ shared culture “made it the clear partner of choice in creating this powerful combination. Waters undoubtedly represents the best opportunity to create substantial value for BD shareholders, provide great opportunity for employees and best serve customers.”

Founded more than 65 years ago, Waters is a global leader in analytical instruments, separations technologies and software. The company serves the life, materials, food and environmental sciences industries. 

Next steps 

Following the spinoff, the combined company will operate under the Waters name. It will also retain its listing on the New York Stock Exchange under the ticker symbol WAT. The move is expected to double Waters’ total addressable market to approximately $40 billion. 

Waters President and CEO Udit Batra will lead the joint firm. The company will have its headquarters in Massachusetts. The announcement added that “executives from both companies will serve in key leadership roles to be announced at a later date.” Additionally, “up to two BD designees” will join the Waters board. 

According to the announcement, “the combined company will maintain a significant presence where the BD Biosciences & Diagnostic Solutions business currently operates.” 

“We are bringing together two pioneering organizations with a rich history of delivering breakthrough innovations driven by strong R&D investment and a common customer-centric culture,” Batra said. 

“I look forward to welcoming our talented and like-minded colleagues from BD’s Biosciences & Diagnostic Solutions business and leading the collective organization. Together, we will work to make this combination a resounding success for our stakeholders and deliver significant value for shareholders,” Batra added.

Editor’s note: This story was updated at 5:11 p.m. EST July 15, 2025, to include more information about where the BD businesses are located and the search process.