Waters Corporation shareholders voted overwhelmingly to approve the issuance of Waters common stock to Becton, Dickinson and Company (BD) shareholders, enabling the planned merger of BD’s Biosciences & Diagnostic Solutions business with Waters. The vote, held at a special meeting on January 27, 2026, saw about 99% of eligible shares cast in favor, a turnout of 90.8% of shares represented.
The transaction is structured as a reverse Morris Trust, allowing BD to spin off its biosciences unit and merge it with Waters without incurring immediate tax consequences for BD. Under the terms, BD will receive $4 billion in cash and its shareholders will own 39.2% of the combined entity, while existing Waters shareholders will hold 60.8% on a fully diluted basis. The combined company is projected to command an addressable market of roughly $40 billion and will feature more than 70% recurring revenue, positioning it as a diversified leader in life‑sciences and diagnostics.
Waters CEO Udit Batra said the deal expands the company’s portfolio into flow cytometry and microbiology, creating new cross‑sell opportunities and accelerating growth in high‑margin segments. The merger is expected to deliver mid‑to‑high single‑digit revenue growth and mid‑teens adjusted earnings‑per‑share growth over the next five years, supported by projected $200 million in cost synergies within three years and $290 million in revenue synergies by year five. The deal also provides BD with a $4 billion cash infusion that can be used for share repurchases and debt reduction.
All required regulatory approvals have been secured, and an IRS private letter ruling confirms the tax‑neutrality of the reverse Morris Trust structure. The transaction is slated to close on February 9, 2026, subject to customary closing conditions. The approval removes a key shareholder hurdle and signals strong investor confidence in the strategic rationale of the merger.
Analysts have noted that the combined company’s expanded product portfolio and larger addressable market should enhance its competitive positioning. The deal is expected to unlock value through synergies, higher recurring revenue, and a broader customer base, reinforcing Waters’ growth trajectory and providing BD shareholders with a significant equity stake in a larger, more diversified entity.
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