BD Reveals Record Date for Spinoff of Biosciences & Diagnostic Solutions Biz

BD (Becton, Dickinson and Company) announced that the company’s board of directors set close of business on February 5, 2026 as the record date for the previously announced spin-off of BD’s Biosciences & Diagnostic Solutions business to BD’s shareholders.

After the spinoff, the spun-off entity will be merged with Waters Corporation in a Reverse Morris Trust transaction. The combination is expected to be completed on February 9, 2026 after satisfaction of customary closing conditions.

The transaction was first announced in July 2025. Valued at about $17.5 billion, the merged company will have liquid chromatography, mass spectrometry, flow cytometry, and diagnostic solutions, doubling Waters’ total addressable market to about $40 billion.

Under the deal’s terms, BD will receive $4 billion in cash. BD shareholders will receive Waters common stock representing 39.2% of the combined company on a fully diluted basis. Existing Waters shareholders will own 60.8% of the combined company on a fully diluted basis.

BD shareholders will continue to hold, along with shares of Waters common stock received in the combination, the same number of shares of BD common stock they hold immediately before the transaction’s close. After close, investors should expect that BD’s share price will adjust to reflect the transfer of the Biosciences & Diagnostic Solutions business to Waters Corporation in the combination.

BD was advised by the New York Stock Exchange (NYSE) that, beginning on February 5 and continuing through and including the closing date of the transaction, which is anticipated to be February 9, shares of BD common stock will trade with “due bills” representing the right to receive the SpinCo common stock distribution (which shares of SpinCo common stock would be converted into shares of Waters common stock as a result of the transaction on the closing date of the transaction).

BD common stock is expected to be quoted “Ex-Distribution” (without the entitlement to receive the SpinCo common stock distribution or the shares of Waters common stock) beginning on the first trading day following the closing of the transaction.