Summary
Becton, Dickinson and Company (BDX) has entered into definitive agreements to combine its Biosciences and Diagnostic Solutions business with Waters Corporation through a Reverse Morris Trust transaction. This strategic move involves separating the target business into a new entity, SpinCo, which will then merge with a subsidiary of Waters. As a result of this transaction, BDX will receive approximately $4 billion in cash, and its shareholders will own a 39.2% stake in the combined Waters entity. This transaction is expected to reshape BDX's business portfolio and provide significant capital for future endeavors. The deal has received unanimous approval from the Boards of Directors of both BDX and Waters. The transaction is structured through a separation of BDX's relevant business, a cash distribution to BDX, a spin-off of the new entity to BDX shareholders, and a subsequent merger with a Waters subsidiary. The consummation of this transaction is subject to various closing conditions, including regulatory approvals and the satisfaction of financing conditions.
Key Highlights
- 1BDX is combining its Biosciences and Diagnostic Solutions business with Waters Corporation via a Reverse Morris Trust transaction.
- 2BDX will receive approximately $4 billion in cash from the transaction.
- 3BDX shareholders will own 39.2% of the combined Waters entity post-transaction.
- 4The transaction involves a separation of the business, a cash distribution, a spin-off, and a merger.
- 5Both BDX and Waters' Boards of Directors have unanimously approved the definitive agreements.
- 6The transaction is subject to customary closing conditions, including regulatory approvals and financing.
- 7Key definitive agreements include a Separation Agreement and an Agreement and Plan of Merger.