BD Completes Spin-Off of Biosciences Unit, Merges With Waters

Becton, Dickinson and Company (BD) announced the completion of the spin-off of its Biosciences & Diagnostic Solutions business and the combination of that unit with Waters Corporation, concluding a transaction that reshapes BD’s portfolio and positions the company as a more focused medical technology player.

In July 2025, the companies announced that they entered into a definitive agreement to combine BD’s Biosciences and Diagnostic Solutions business with Waters in a transaction valued at about US$17.5 billion, reports MBN. The deal aimed to create a global leader in life sciences and diagnostics by aligning complementary portfolios in chromatography, mass spectrometry, flow cytometry, and clinical diagnostics.

"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,” says Udit Batra, President and Chief Executive Officer, Waters.

The new entity is expected to have a combined addressable market of roughly US$40 billion, more than double Waters’ current market scope. The deal is also expected to strengthen the company’s position in high-volume testing and regulated markets.

Over 70% of the combined company’s revenue is projected to be recurring annually, with a significant portion coming from high-quality applications in biologics, bioseparations, and analytical quality control. Waters’ chemistry and informatics capabilities will be merged with BD’s biologics and clinical platforms, with the goal of accelerating growth in biologics and next-generation diagnostic technologies.

Waters will apply its commercial execution model to BD’s spun-off business to drive efficiencies across sales, services, product launches, and digital channels. Projected synergies include US$200 million in cost savings by year three post-closing and US$290 million in revenue synergies by year five. Combined, these are expected to result in an annual EBITDA contribution of about US$345 million by 2030.

Under the terms of the transaction, BD shareholders received about 0.135 shares of Waters common stock for each share of BD common stock held as of Feb. 5, 2026, the record date for the spin-off. Shareholders received cash in lieu of fractional shares. BD also received US$4 billion in cash as part of the transaction.

Following the closing, BD shareholders own about 39.2% of the outstanding shares of the combined company on a fully diluted basis. Based on the closing price of Waters common stock on Feb. 6, 2026, the transaction valued BD’s Biosciences and Diagnostic Solutions business at US$18.8 billion.

BD says it plans to use US$2 billion of the proceeds to repurchase BD common shares through an accelerated share repurchase program, with the remaining US$2 billion allocated to debt repayment. Both actions are expected to be carried out in the near term, subject to market conditions.

The transaction marks the final milestone of BD’s 2025 strategy, which focused on reshaping the company’s portfolio. Tom Polen, Chairman, CEO and President, BD, says the completion of the spin-off positions BD for its next phase as a pure-play medical technology company. Over recent years, BD has divested three non-core assets and completed more than 20 tuck-in acquisitions as part of its effort to strengthen its position in targeted healthcare segments.

Polen says the company is positioning itself to benefit from several trends shaping healthcare, including the adoption of connected devices and AI, the shift of care to alternative and more convenient settings, and advances in technologies addressing chronic disease. He adds that BD is now accelerating execution through its Excellence Unleashed strategy, which emphasizes commercial execution, innovation, quality, and operational performance.

“BD’s ambition since the launch of these technologies has been to become the market reference. We want our brands to become top-of-mind,” says Juliano Da Silva, Senior Business Unit Manager, BD, to MBN. 

According to the company, BD’s scale, recurring consumables model, and strong positions across most of the markets it serves are expected to support revenue, margin, and cash flow growth over time. The company also reported its first-quarter fiscal 2026 financial results alongside the transaction announcement.

As part of the transaction, Claire Fraser was appointed to the Waters Corporation board of directors effective upon closing. She stepped down from BD’s board after nearly 20 years of service. Polen thanked Fraser for her contributions, citing her leadership and expertise in genomics, infectious diseases and molecular diagnostics, and said her experience will be an asset to Waters.

Citi served as lead financial adviser to BD on the transaction, with Evercore also acting as a financial adviser. Wachtell, Lipton, Rosen & Katz served as lead legal counsel.

BD said the transaction underscores its commitment to advancing healthcare through innovation across medical essentials, connected care, biopharma systems, and interventional solutions. The company operates globally with over 60,000 employees and delivers billions of medical products each year.