BD Divests Biosciences, Diagnostics Units to Waters in $17.5Bn Deal

The new entity, expected to launch in the first quarter of 2026, will be owned approximately 60% by Waters shareholders and 40% by BD shareholders.

BD has finalized a $17.5 billion deal to divest its biosciences and diagnostics units to Waters Corporation, marking one of the most significant acquisitions 2025.

The transaction will see these units, generating $3.4 billion in 2024 revenue, integrated with a Waters subsidiary through a reverse Morris trust structure. This allows BD to avoid taxes associated with a direct sale.

The new entity, expected to launch in the first quarter of 2026, will be owned approximately 60% by Waters shareholders and 40% by BD shareholders.

BD will also receive $4 billion in cash, half of which it plans to use for share buybacks and the rest for debt reduction.

“This is absolutely a perfect fit,” said Udit Batra, President and CEO of Waters. “Here comes BD with 70,000 more instruments, placed in every laboratory around the globe, and 20,000 are due for replacement in the next two years. We’re chomping at the bit to get going.”

Waters projects the combined company will have $6.5 billion in sales in 2025, with focus areas including biopharma quality assurance, molecular diagnostics, and infectious disease monitoring. The integration will bring 16,000 employees under the new structure and yield $200 million in cost synergies within three years.

Waters anticipates the deal will double its addressable market to $40 billion, supported by recurring revenue from BD’s installed base of over 25,000 flow cytometry and 40,000 diagnostic instruments.

“We are bringing together complementary portfolios and channels that create an industry-leading life science and diagnostics company,” said Tom Polen, BD President and CEO. “We see an incredible opportunity to leverage both companies' commitments to unparalleled innovation, technology, and commercial presence to serve attractive high-growth end-markets, while simultaneously unlocking multiple new growth vectors.”

Waters’ stock dropped over 13% following the announcement, while BD shares dipped 1%. Waters will release its second-quarter earnings on August 4.

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