Waters Corporation and BD (Becton, Dickinson and Company) began a deal to combine BD’s Biosciences & Diagnostic Solutions business with Waters.

The duo hopes to create an innovative life science and diagnostics leader with pioneering technologies. The agreement is structured as a tax-efficient Reverse Morris Trust transaction valued at about $17.5 billion. BD announced its intent to separate the Biosciences & Diagnostic Solutions business earlier this year.

The combined company will have liquid chromatography, mass spectrometry, flow cytometry, and diagnostic solutions, doubling Waters’ total addressable market to about $40 billion. More 70% of the combined company’s revenue is expected to be recurring annually and over half of instrument revenue is expected to be recurring within a typical five- to ten-year replacement cycle.

The bioseparations portfolio will expand by combining Waters’ chemistry expertise and BD’s biologics expertise to unlock new ways to separate large molecules and to drive growth in biologics and novel modalities with next-generation consumables. In bioanalytical characterization, Waters’ expertise in downstream high-volume applications and its established Empower informatics platform are well-positioned to deploy BD’s flow cytometry and PCR technologies into large molecule QA/QC.

The transaction is expected to create about $200 million of cost synergies by year three post-closing, and approximately $290 million of revenue synergies by year five, resulting in approximately $345 million of annualized EBITDA synergies by 2030.

The combined company is expected to generate pro forma revenue of about $6.5 billion and about $2 billion in pro forma adjusted EBITDA for calendar year 2025.

“Waters’ transformation, marked by strong commercial execution and revitalized innovation, positions us well for this exciting next chapter,” said Waters president and CEO Udit Batra, Ph.D. “We see tremendous opportunity to immediately apply our expertise in instrument replacement, service plan attachment, and eCommerce expansion, and realize the full potential of the flow cytometry and specialty diagnostics portfolios. The combination doubles our accessible market to approximately $40 billion and allows us to accelerate value creation in multiple high-growth adjacencies such as bioseparations, bioanalytical characterization, and multiplex diagnostics, while increasing the ratio of our annually recurring revenues.”

Upon closing of the transaction, Dr. Batra will lead the new entity, and Amol Chaubal will serve as SVP and CFO. Executives from both companies will serve in key leadership roles to be announced at a later date. Up to two BD designees will join the Waters Board of Directors upon closing.

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. Waters’ headquarters will remain in Milford, Mass., and the combined company will maintain a significant presence where the BD Biosciences & Diagnostic Solutions business currently operates.

The deal is expected to close around the first quarter of calendar year 2026, subject to required regulatory approvals, Waters shareholder approval, and other closing conditions.

“We are bringing together complementary portfolios and channels that create an industry-leading life science and diagnostics company,” said BD chairman, CEO, and president Tom Polen. “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. We couldn’t be more confident that the combined company, under Udit’s leadership, represents the best path to create substantial value for shareholders. Waters offers the right cultural fit for our Biosciences & Diagnostic Solutions associates to flourish and continue their legacy of developing new-to-world, innovative solutions that make a meaningful impact on global healthcare.”