Dive Brief:
- BD and Waters have set a Feb. 9 close date for their $17.5 billion biosciences and diagnostics merger, the companies said Tuesday.
- The companies finalized the timeline after Waters shareholders voted overwhelmingly to issue shares to BD investors in connection with the merger.
- Both companies have discussed their post-deal plans in recent weeks, with BD setting out how it will spend the proceeds and Waters highlighting opportunities to cut costs and drive growth.
Dive Insight:
BD unveiled plans to offload its biosciences and diagnostics business in February 2025. Five months later, BD struck a deal with Waters. Under the agreement, BD will spin off its biosciences and diagnostics business and simultaneously merge the unit with a Waters subsidiary. The agreement will double Waters’ total addressable market and give BD shareholders a 39.2% stake in the combined company.
Waters’ shareholders cleared a barrier to the deal Tuesday by supporting plans to issue stock. Investors holding 90.8% of Waters’ stock were represented at the event. Investors holding approximately 99% of the shares included in the vote supported the proposal.
With voting shareholders overwhelmingly supporting the plan, BD and Waters published a final timeline for the merger. BD’s board set Feb. 5 as the record date for the spin-off, and both companies named Feb. 9 as the completion date.
BD CEO Tom Polen discussed the deal Tuesday at the company’s annual meeting of shareholders. Polen said the agreement will unlock “significant value upside in the new BD,” pointing to the impact of a $4 billion windfall the company will split between share repurchases and debt repayments.
“To prudently deploy our strong cash flows going forward, our strategy is supported by an enhanced capital allocation framework that prioritizes share repurchases, reliable and increasing dividend and focused tuck-in M&A, targeted [at] high-growth markets, all with a focus on steadily increasing [return on invested capital],” Polen said.
Earlier in January, Waters CEO Udit Batra shared plans for the combined company at the J.P. Morgan Healthcare Conference. Batra explained how BD assets will accelerate Waters’ creation of an analytical laboratory for large molecules and expand commercial and service support for its molecular diagnostics unit. Waters also plans to use its own mass spectrometry equipment in place of a rival’s at a BD unit.
