Waters and BD to Combine Biosciences, Diagnostics Units

Waters and BD have 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. Structured as a Reverse Morris Trust, the deal aims 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 will 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.

Financially, the merged company is forecasted to generate about US$6.5 billion in revenue and US$2 billion in adjusted EBITDA in 2025, with projections reaching US$9 billion in revenue and US$3.3 billion in adjusted EBITDA by 2030. The deal is anticipated to be accretive to adjusted EPS in the first year following its completion.

As part of the agreement, BD shareholders will receive 39.2% of the new company, while Waters shareholders will own the remaining 60.8%. BD will also receive a US$4 billion cash distribution prior to the close. The transaction is expected to be tax-free for BD and its shareholders under US federal income tax rules. Waters will take on about US$4 billion in debt to support the deal.

The boards of both companies have unanimously approved the transaction, which is expected to close by the end of 1Q26, subject to regulatory approvals, Waters shareholder approval, and other customary conditions.