Overview

• The Reverse Morris Trust structure will spin off BD’s Biosciences & Diagnostic Solutions unit to BD shareholders and merge it into a Waters subsidiary in a tax-efficient deal.
• Waters shareholders will hold 60.8% of the combined company while BD investors receive 39.2% equity plus a $4 billion cash distribution.
• Udit Batra will lead the merged company as CEO, with Amol Chaubal appointed SVP and CFO and up to two BD designees joining the board.
• The transaction is expected to double Waters’s total addressable market and boost recurring revenue while delivering pro forma revenue of $6.5 billion and $2 billion in EBITDA this year.
• The deal now awaits shareholder and regulatory approvals with completion anticipated by the end of the first quarter of 2026.