Waters Corporation and BD have entered into agreements for a Reverse Morris Trust transaction involving BD's Biosciences & Diagnostic Solutions business.
SpinCo Corporation, a subsidiary of BD, will play a key role in the Separation, Distribution, and Merger aspects of the transaction.
The Transactions aim to combine BD's biosciences and diagnostic solutions business with Waters in a strategic move.
Transaction Details
SpinCo to hold BD's BDS Business through Separation, followed by a pro rata distribution of SpinCo Common Stock to BD shareholders.
Merger Agreement
SpinCo to merge with Merger Sub, becoming a wholly owned subsidiary of Waters after Distribution.
Registration Statement
SpinCo's registration statement on Form 10-12G was declared effective by the SEC on December 31, 2025, for registering SpinCo Common Stock under the Exchange Act.
- The transaction positions Waters as a leading life science tools and diagnostics company with a strong financial outlook.
- BD shareholders will receive SpinCo Common Stock, subsequently exchanged for Waters Common Stock in the Merger.
The merger between Waters Corporation and BD's Biosciences & Diagnostic Solutions business signifies a significant strategic move in the life sciences sector, bolstering Waters' position as a key player in the industry.