Becton Dickinson Unit to Combine With Waters Corp. in $17.5 Billion Deal — Update

By Denny Jacob

Becton Dickinson's biosciences & diagnostic-solutions business agreed to combine with Waters Corp. in a deal valued around $17.5 billion.

The deal, unanimously approved by both companies' board of directors, is structured as a Reverse Morris trust, the companies said. The unit will be spun off to Becton Dickinson shareholders and simultaneously merged with a wholly owned subsidiary of Waters, a maker of lab equipment and software.

Shareholders of Franklin Lakes, N.J.-based medical-technology company Becton Dickinson are expected to own about 39% of the combined company, and existing Waters shareholders are expected to own about 61% of it.

Becton Dickinson will also receive a cash distribution of about $4 billion prior to completion of the combination, the companies said. Milford, Mass.-based Waters is expected to assume about $4 billion of incremental debt.

The transaction is expected to close around the end of the first quarter of 2026.

The companies said they expect the combination to double Waters's total addressable market to about $40 billion, while over 70% of the combined company's revenue is expected to be recurring annually. It's also expected to result in about $345 million of annualized Ebitda synergies by 2030, and the transaction is expected to be accretive to adjusted earnings per share in the first year post-closing, the companies said.

Waters Chief Executive Udit Batra will lead the new entity, and Waters Finance Chief Amol Chaubal will serve as SVP and CFO. Up to two Becton Dickinson designees will join the Waters board of directors upon closing, the companies said.

Write to Denny Jacob at denny.jacob@wsj.com