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21h ago

Waters and Becton Dickinson Boards Approve $17.5 Billion Reverse Morris Trust Merger

Under the tax-free Reverse Morris Trust structure Waters investors receive a majority stake as the deal moves toward regulatory and shareholder clearances

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Overview

  • The boards of Waters and Becton Dickinson approved a $17.5 billion deal to spin off BD’s Biosciences & Diagnostic Solutions unit and merge it into a newly created Waters subsidiary.
  • Shares in the combined entity will be split with Waters shareholders holding 60.8% and BD shareholders owning 39.2%, plus a $4 billion cash distribution to BD investors.
  • The transaction is structured as a Reverse Morris Trust to enable a tax-efficient spin-off and is slated to close by the end of Q1 2026 pending regulatory and shareholder approvals.
  • The merger is projected to double Waters’s addressable market across chromatography, mass spectrometry, flow cytometry and diagnostics while boosting recurring revenue streams.
  • Upon closing Udit Batra will serve as CEO of the combined company, Amol Chaubal will assume the role of SVP and CFO, and up to two BD designees will join Waters’s board.