Deal Structure and Ownership Breakdown
The deal values BD’s unit at $17.5 billion, including a $4 billion cash payment to BD and assumption of debt. After the transaction:
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BD shareholders will own ~39.2% of the new company
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Waters shareholders retain ~60.8%
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Waters will remain headquartered in Milford, Massachusetts, keeping a significant presence at BD’s existing sites
The deal also unlocks $200 million in cost savings by year three and $290 million in synergies by year five, with projected revenue reaching $9 billion by 2030.
BD’s Strategic Realignment
BD, guided by CEO Tom Polen, aims to sharpen its identity as a pure-play medtech innovator, streamline its portfolio, and return capital to shareholders.
“This transaction enhances our strategic focus… while unlocking long-term value,” Polen said.
BD will also appoint two directors to the Waters board post-merger.
Behind the Scenes: Reverse Morris Trust Mechanics
In the Reverse Morris Trust, BD will first spin off the Biosciences and Diagnostic Solutions unit to its shareholders, then merge it with a Waters subsidiary. The structure provides a tax-efficient path to divestiture, popular in major corporate separations.
