BD to spin off Biosciences/Diagnostics, merge with Waters for $4B cash plus 39.2% stake

BECTON DICKINSON & CO

BD receives $4B cash from SpinCo; BD shareholders get 39.2% of Waters post-merger; Waters holders get 60.8%.
Transaction structured as Reverse Morris Trust: spin-off of SpinCo then merger with Waters subsidiary.
Waters to pay $733M termination fee if deal falls under certain conditions; closing targeted by July 13, 2026.
Conditions include HSR clearance, IRS private letter ruling, Waters shareholder approval, and financing completion.
Post-closing Waters board to have 11-12 members; BD to designate 1-2 directors, Waters designates 10.

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