BY Fraser Tennant
In a transaction that creates an innovative life science and diagnostics leader, US laboratory equipment maker Waters is to acquire medical technology firm Becton Dickinson (BD) for approximately $17.5bn.
Under the terms of the definitive agreement, BD’s shareholders will own approximately 39.2 percent of the combined company, and existing Waters shareholders are expected to own approximately 60.8 percent. BD will also receive a cash distribution of approximately $4bn prior to completion of the combination, subject to adjustment for cash, working capital and indebtedness.
The transaction, which has been unanimously approved by the boards of directors of both Waters and BD, is structured as a Reverse Morris Trust, where BD’s Biosciences & Diagnostic Solutions business will be spun-off to BD shareholders and simultaneously merged with a wholly owned subsidiary of Waters.
“This transaction marks a pivotal milestone in Waters’ transformation journey as we embark on a new chapter of growth and value creation,” said Flemming Ornskov, chairman of Waters. “We are confident that this combination will accelerate our strategy in multiple high-growth markets and deliver substantial near- and long-term value to our shareholders.”
The acquisition gives Waters greater scale, doubling its total addressable market to about $40bn, with a 5 to 7 percent annual growth rate. Additionally, over 70 percent of the combined company’s revenue is expected to be recurring annually and over half of instrument revenue is expected to be recurring within a typical five- to 10-year replacement cycle.
“This transaction is an important milestone for BD, as it enhances our strategic focus as a leading medical technology company,” said Tom Polen, chairman and chief executive of BD. “BD is committed to unlocking long-term value through continued investment in our strong innovation pipeline, and operational and commercial excellence that will drive durable and profitable growth.”
The transaction is expected to close around the end of the first quarter of 2026, subject to receipt of required regulatory approvals, Waters shareholder approval and satisfaction of other customary closing conditions.
“We are bringing together two pioneering organisations with a rich history of delivering breakthrough innovations driven by strong R&D investment and a common customer-centric culture,” said Udit Batra, president and chief executive of Waters. “Together, we will work to make this combination a resounding success for our stakeholders and deliver significant value for shareholders.”
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