Date:	--/--/-- --:--:--
Event Id:	E5DGA3P73
Action Type:	ACQUISITION
Action Status:	ANNOUNCED
Acquirer Symbol:
Target Symbol:	BDX
Updated:	--/--/-- --:--:--
Purchase Price Per Share:
Price Per Share Currency:
News References:	https://www.prnewswire.com/news-releases/waters-and-bds-biosciences--diagnostic-solutions-business-to-combine-creating-a-life-science-and-diagnostics-leader-focused-on-regulated-high-volume-testing-302504188.html

Action Notes

Waters Corporation and BD today announced a definitive agreement to combine BD's Biosciences & Diagnostic Solutions business with Waters, creating an innovative life science and diagnostics leader with pioneering technologies and an industry-leading financial outlook. The agreement is structured as a tax-efficient Reverse Morris Trust transaction valued at approximately $17.5 billion. The transaction, which has been unanimously approved by the Boards of Directors of both Waters and BD, is structured as a Reverse Morris Trust, where BD's Biosciences & Diagnostic Solutions business will be spun-off to BD shareholders and simultaneously merged with a wholly owned subsidiary of Waters. BD's shareholders are expected to own approximately 39.2% of the combined company, and existing Waters shareholders are expected to own approximately 60.8% of the combined company. BD will also receive a cash distribution of approximately $4 billion prior to completion of the combination, subject to adjustment for cash, working capital, and indebtedness. The transaction is expected to close around the end of the first quarter of calendar year 2026, subject to receipt of required regulatory approvals, Waters shareholder approval, and satisfaction of other customary closing conditions. The combined company will continue to operate under the Waters name and retain its listing on the New York Stock Exchange under the ticker symbol WAT