Shares of Waters Corporation (NYSE:WAT) declined 2.2% following the announcement of a $17.5 billion Reverse Morris Trust deal to merge with Becton Dickinson’s (NYSE:BDX) Biosciences & Diagnostic Solutions division. BD’s stock also dropped 2.1% after the news broke.
Under the terms of the transaction, Becton Dickinson will receive about $4 billion in cash before the merger closes. The medical technology company plans to allocate at least half of this amount toward repurchasing shares, with the remainder dedicated to reducing debt. Waters will take on an estimated $4 billion in additional debt, leading to a combined net debt to adjusted EBITDA ratio of approximately 2.3x at the time of closing.
The companies anticipate realizing around $345 million in annual EBITDA synergies by 2030, with $200 million stemming from cost savings within three years and $290 million expected in revenue synergies by the fifth year. This merger is set to double Waters’ total addressable market to roughly $40 billion, with forecasted annual growth of 5-7%.
Waters CEO Udit Batra is slated to head the new combined company, with Waters CFO Amol Chaubal continuing in his current role. Upon closing, Waters shareholders will hold roughly 60.8% ownership of the merged entity, while BD shareholders will own the remaining 39.2%.
The merger is expected to be accretive to Waters’ adjusted earnings per share in the first year, with the combined company projected to achieve mid-teens annualized adjusted EPS growth over the following five years. The deal is targeted to finalize in the first quarter of 2026.
Barclays serves as financial advisor to Waters, while Citi leads advisory services for BD, with Evercore also providing financial counsel.
Waters Corporation stock price
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