BD completes spin-off of Biosciences & Diagnostic Solutions business and combination with Waters

BECTON DICKINSON & CO

BD completed spin-off of Biosciences & Diagnostic Solutions business and combination with Waters, receiving $4 billion cash.
BD shareholders received 0.135 Waters shares per BD share, representing 39.2% ownership of combined company.
BD plans to use $2 billion for share repurchases and $2 billion for debt repayment.
Claire M. Fraser resigned from BD Board and appointed to Waters Board effective upon closing.
Transaction valued the spun-off business at $18.8 billion based on Waters closing price on Feb 6, 2026.

item 1.01 item 5.02 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

BECTON DICKINSON & CO entered into Tax Matters Agreement with Waters and SpinCo.

Action: entry
Counterparty: Waters and SpinCo

Exact text from the filing

On the Closing Date, in connection with the consummation of the Transactions and in accordance with the Merger Agreement and the Separation Agreement, the Company, Waters and SpinCo entered into the following additional agreements: Tax Matters Agreement The Company, Waters and SpinCo entered into a Tax Matters Agreement (the “Tax Matters Agreement”), which governs the parties’ respective rights, responsibilities and obligations with respect to taxes of the Company, SpinCo and their respective subsidiaries (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Separation or the Distribution to qualify for their intended tax treatment), as well as tax benefits and attributes of, the preparation and filing of tax returns for, the control of audits and other tax proceedings related to, and assistance and cooperation in respec

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

BECTON DICKINSON & CO entered into Intellectual Property Matters Agreement with Waters and SpinCo.

Action: entry
Agreement: license
Counterparty: Waters and SpinCo

Exact text from the filing

the Company, Waters and SpinCo entered into an Intellectual Property Matters Agreement (the “Intellectual Property Matters Agreement”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

BECTON DICKINSON & CO entered into Transition Services Agreement with Waters and SpinCo.

Action: entry
Counterparty: Waters and SpinCo

Exact text from the filing

On the Closing Date, in connection with the consummation of the Transactions and in accordance with the Merger Agreement and the Separation Agreement, the Company, Waters and SpinCo entered into the following additional agreements: Tax Matters Agreement The Company, Waters and SpinCo entered into a Tax Matters Agreement (the “Tax Matters Agreement”), which governs the parties’ respective rights, responsibilities and obligations with respect to taxes of the Company, SpinCo and their respective subsidiaries (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Separation or the Distribution to qualify for their intended tax treatment), as well as tax benefits and attributes of, the preparation and filing of tax returns for, the control of audits and other tax proceedings related to, and assistance and cooperation in respec

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312 material agreements filed in the last 30 days. Browse all material agreements →

BECTON DICKINSON & CO filing history →

Source: SEC EDGAR

accession 0001193125-26-042827

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