January 27, 2026 (Global) – BD (Becton, Dickinson and Company) (NYSE: BDX) has set the official record date for the planned spin-off of its Biosciences & Diagnostic Solutions business as part of the previously announced combination with Waters Corporation (NYSE: WAT), moving another key milestone forward in a major life sciences restructuring transaction.
The company’s Board of Directors designated the close of business on February 5, 2026, as the record date for the spin-off to BD shareholders. Immediately after the spin-off, the separated entity will merge with Waters through a Reverse Morris Trust transaction, with the combined deal expected to complete on February 9, 2026, subject to customary closing conditions.
“Setting the record date for the spin-off brings us one step closer to finalising this strategic transaction and unlocking new value for shareholders,” BD’s leadership noted, highlighting the company’s continued focus on innovation in medical technology and improving global healthcare.
Key Details of the Transaction
- Record Date & Spin-Off Timing: BD’s Board set February 5, 2026 as the official record date for the spin-off of the Biosciences & Diagnostic Solutions business to BD shareholders.
- Reverse Morris Trust Combination: Following the spin-off, the newly independent business will combine with Waters Corporation, targeting closing on February 9, 2026, subject to satisfaction of closing conditions.
- Ownership Structure: Under the terms of the transaction, BD’s shareholders will receive Waters common stock representing approximately 39.2 % of the combined company on a fully diluted basis, while existing Waters shareholders will own about 60.8 % of the combined entity.
- Cash Distribution: BD will receive approximately $4 billion in cash in connection with the transaction, supporting capital allocation initiatives including debt reduction and potential shareholder returns.
- No Action Required by Shareholders: BD shareholders do not need to surrender or exchange their BD common stock to participate in the spin-off and combination; ownership rights will transfer automatically based on record date holdings.
Strategic Rationale
The spin-off and merger with Waters are part of BD’s broader strategic efforts to focus on its core medical technology businesses — including medication management, medical devices and diagnostics — while enabling the combined Waters-SpinCo entity to grow as a dedicated life science and diagnostics leader with complementary portfolios and enhanced market reach.
Industry analysts view the transaction as a transformative move that will create a more focused BD, while also positioning the combined diagnostics business to leverage Waters’ expertise in analytical technologies and high-volume regulated testing.
