Waters Corporation has agreed to acquire BD’s Biosciences & Diagnostic Solutions business in a $17.5 billion deal structured as a Reverse Morris Trust, the companies announced Monday.

The move will significantly expand Waters’ footprint in regulated diagnostics and high-volume testing markets, with the combined company expected to generate about $6.5 billion in 2025 revenue.

Under the terms of the agreement, Franklin Lakes, New Jersey-based BD will spin off the unit to its shareholders, who will own 39.2% of the combined company. Milford, Massachusetts-based Waters shareholders will retain the remaining 60.8%. The transaction includes a $4 billion cash distribution to BD and is expected to close by the end of Q1 2026, pending regulatory and shareholder approvals.
Waters will assume roughly $4 billion in debt to finance the deal, resulting in a projected net leverage ratio of 2.3 times adjusted EBITDA at closing. The combined company is expected to deliver mid-to-high single-digit revenue growth and mid-teens adjusted EPS growth annually through 2030, with anticipated synergies of $345 million in EBITDA by that time.

The transaction doubles Waters' total addressable market to about $40 billion, expanding its reach in biologics, diagnostics, and bioanalytical characterization. The combined portfolio will include technologies such as liquid chromatography, mass spectrometry, flow cytometry, and molecular diagnostics.

“This transaction marks a pivotal milestone in Waters’ transformation journey,” said Waters chairman Flemming Ornskov.

Waters CEO Udit Batra will lead the combined company, which will continue to operate under the Waters name and ticker symbol. Up to two BD representatives will join its board.

For 2025, BD’s Biosciences & Diagnostic Solutions business is expected to generate approximately $3.4 billion in revenue and $925 million in adjusted EBITDA.

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