BD
(NYSE: BDX)
today set the record date for the planned spin-off of its Biosciences & Diagnostics business to Waters Corporation (NYSE:WAT).
BD first announced its intent to sell the business unit in February 2025. Reports a few months later pegged diagnostics leaders Thermo Fisher and Danaher as potential landing spots, also mentioning Waters in the mix.
In July 2025, BD and Waters announced an agreement to create a new life science and diagnostics leader through a business combination. The companies struck a deal to combine BD’s Biosciences & Diagnostic Solutions business with Waters. Structured as a tax-efficient Reverse Morris Trust transaction, the companies value the deal at approximately $17.5 billion.
Today, BD says its board set the close of business on Feb. 5, 2026, as the record date for the deal. Immediately following the spin-off, the entity will be combined with Waters through the planned Reverse Morris Trust transaction. The companies expect the deal to close on Feb. 9, subject to customary conditions.
Under the terms of the transaction, BD will receive $4 billion in cash. Shareholders receive Waters common stock representing 39.2% of the combined company on a fully diluted basis. Existing Waters shareholders will own 60.8% of the combined company on a fully diluted basis.
BD told shareholders that they do not need to pay any consideration, exchange or surrender their BD common stock or take any other action to receive Waters stock through the deal, other than to hold BD common stock as of the record date. Starting on Feb. 5 and continuing through the closing date, shares of BD common stock will trade with “due bills” representing the right to receive “SpinCo” common stock.
