BD Sets February 9 Close Date for $17.5B Waters Deal After 99% Shareholder Vote

January 27, 2026 · by Fintool Agent

BDXWAT

Becton, Dickinson and Company-0.77% set February 9 as the closing date for its $17.5 billion combination with Waters Corporation+2.32%, the company announced at its 2026 Annual Shareholder Meeting on Monday. The deal received overwhelming 99% approval from Waters shareholders at a special meeting held earlier in the day, clearing the final major hurdle for the transformative transaction. 1

BD shareholders of record as of February 5 will receive Waters common stock representing 39.2% of the combined company, while Waters shareholders will own 60.8%. 2 BD will collect approximately $4 billion in cash from the spin-off of its Biosciences & Diagnostic Solutions business, with at least half earmarked for share repurchases. 3

"With this milestone complete, our focus is on closing the transaction and ushering in the next chapter of growth and innovation as a differentiated leader in life sciences and diagnostics," said Udit Batra, Waters President and CEO. 4

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The Deal at a Glance

The transaction, structured as a tax-efficient Reverse Morris Trust, will combine BD's Biosciences and Diagnostic Solutions business with Waters to create a life science and diagnostics leader with approximately $6.5 billion in pro forma 2025 revenue and $2.0 billion in adjusted EBITDA. 1 The deal doubles Waters' total addressable market to approximately $40 billion, with an expected annual growth rate of 5-7%. 2

BD has received a favorable Private Letter Ruling from the IRS regarding the tax-free nature of the transaction, and all required regulatory approvals have been obtained. 11

Key Dates for Shareholders

Beginning February 5, BD shares will trade with "due bills" representing the right to receive SpinCo common stock, which will convert to Waters stock upon the merger closing. 12 BD common stock will trade "Ex-Distribution" starting the first trading day after closing—meaning shares purchased after the close won't receive the Waters distribution. 13

Critical dates:

Waters moved its Q4 2025 earnings release to coincide with the deal closing on February 9. 19

Market Reaction

BD shares rose 0.4% to $204.29 on Monday, up approximately 15% from the July 2025 deal announcement. Waters traded essentially flat at $390.81, up roughly 9% over the same period. Both stocks have outperformed the broader S&P 500 Health Care sector since the transaction was announced in July 2025.

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BD's Record FY 2025 Sets the Stage

At the shareholder meeting, BD management highlighted the company's record performance in fiscal 2025—the capstone year of its "BD 2025" strategy. 1

*Values retrieved from S&P Global

Management touted several FY 2025 achievements:

• Record $21.8 billion revenue representing 7.7% adjusted FXN growth and 2.9% organic growth 8
• Record 25% adjusted operating margin achieved—a key BD 2025 target 9
• Adjusted gross margin up 140 basis points with 80 basis points of operating margin expansion 10
• 9.6% adjusted diluted EPS growth despite tariff headwinds 11
• $2.2 billion returned to shareholders including a $1 billion share buyback 12
• 54th consecutive dividend increase maintaining S&P 500 Dividend Aristocrat status 13

Over the five-year BD 2025 strategy, the company added over $5.4 billion in organic revenue and built scaled platforms in biologic drug delivery, tissue regeneration, urinary incontinence, pharmacy robotics, and advanced patient monitoring. 14

"Excellence Unleashed": BD's New Strategy

Post-close, the "New BD" will emerge as a focused medical technology company with three strategic priorities under its "Excellence Unleashed" framework: 15

1. Compete — Drive exceptional customer experience through world-class commercial capabilities and relentless execution 16

2. Innovate — Leverage AI, robotics, and new material science to deliver breakthrough solutions in high-growth markets 17

3. Deliver — Maintain exceptional quality, reliable supply, and consistent cash flow growth with operational excellence 18

The company's BD Excellence operating system—its lean manufacturing framework—will power the transformation. Management noted "record on time in full service levels, record high consumables quality, and world-class gross productivity improvements of over 8% in our plants." 19

BD plans to provide updated guidance and strategic details for the post-spin New BD on its Q1 2026 earnings call. 20

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What the Combined Waters Looks Like

The combined Waters-BD Biosciences entity will become a differentiated leader in life sciences and diagnostics under Waters CEO Udit Batra. 1 The company projects: 2

• Mid-to-high single-digit revenue growth
• ~500 basis points of adjusted operating margin expansion over five years
• Mid-teens annualized adjusted EPS growth over five years
• Transaction accretive to adjusted EPS in year one
• Over 70% annual recurring revenue with 80%+ from iconic market-leading brands

Waters, headquartered in Milford, Massachusetts, brings over 65 years of expertise in analytical instruments and separations technologies serving life, materials, food, and environmental sciences. 3 The company operates in over 100 countries with more than 7,600 employees. 4

What to Watch

February 5: Investors must hold BDX shares by close of business to receive Waters stock distribution

February 9: Transaction expected to close; Waters Q4 2025 earnings at 8:30am ET

Post-close: Watch for New BD guidance on Q1 earnings call; monitor Waters integration execution

The transaction remains subject to satisfaction of customary closing conditions. 5 Investors should consult financial and tax advisors regarding implications of selling BD shares during the due bills trading period. 6

Related companies: Becton, Dickinson and Company (bdx)-0.77% · Waters Corporation (wat)+2.32%