01—Abstract
Summary
Summary of the 8-K filed February 9, 2026. Cited figures are marked; the original filing is the authoritative source.
On February 9, 2026, Becton, Dickinson and Company (BD) completed the spin-off of its Biosciences & Diagnostic Solutions business and its combination with Waters Corporation (NYSE: WAT).
BD shareholders of record as of February 5, 2026 received approximately 0.135 Waters shares per BD share, and BD's shareholders now own about 39.2% of the combined company on a fully diluted basis. BD also received a $4 billiona cash payment from SpinCo, and the transaction valued the divested business at $18.8 billion based on Waters' February 6, 2026 closing price. The filing marks the completion of BD's 2025 strategy, which management describes as the final milestone in reshaping the company into a pure-play MedTech business.
BD plans to use $2 billionb of the $4 billion cash proceeds for an accelerated share repurchase and the remaining $2 billion to repay debt, both expected in the near term subject to market conditions. The 8-K also documents four ancillary agreements governing taxes, employee matters, intellectual property licensing (including an exclusive license to Waters for three R&D-stage patent families), and transition services of three to 24 months. Separately, director Claire M.
Fraser resigned from BD's board to join Waters' board, reducing BD's board to twelve directors. BD also reported first-quarter fiscal 2026 results on the same day.
For investors, the key takeaways are the substantial value received in cash and Waters equity, the near-term capital return and deleveraging plans, and the transition to a focused MedTech portfolio under the 'Excellence Unleashed' strategy. The filing does not provide the detailed financial impact on BD's forward earnings, so investors should review the Q1 fiscal 2026 results and subsequent guidance for the operating effects of the divestiture.
02—Key points
Key Highlights
- Completed spin-off and combination of the Biosciences & Diagnostic Solutions business with Waters Corporation on February 9, 2026, valuing the business at $18.8 billion.
- BD shareholders of record as of February 5, 2026 received approximately 0.135 Waters shares per BD share (38.5 million Waters shares total), giving BD holders 39.2% of the combined company on a fully diluted basis.
- BD received a $4 billion cash payment from SpinCo, with $2 billion earmarked for an accelerated share repurchase and $2 billion for debt repayment.
- Four ancillary agreements executed: Tax Matters, Employee Matters, Intellectual Property Matters (including an exclusive license to Waters for three R&D-stage patent families), and Transition Services (3 to 24 months).
- Claire M. Fraser resigned from BD's board and joined Waters' board; BD's board is reduced to twelve directors.
- Management describes the transaction as the final milestone of the BD 2025 strategy, positioning BD as a pure-play MedTech company under its 'Excellence Unleashed' strategy.
- BD reported first-quarter fiscal 2026 financial results on the same day as the closing.
03—Questions
Frequently Asked Questions
What did BD shareholders receive in the transaction?
Shareholders of record as of the close of business on February 5, 2026 received approximately 0.135 shares of Waters common stock for each BD share held, with cash paid in lieu of fractional shares. Waters issued 38,541,851 shares in total, and BD shareholders own about 39.2% of the combined company on a fully diluted basis.
How much cash did BD receive and how will it be used?
BD received $4 billion in cash from SpinCo, received on February 6, 2026. BD expects to use $2 billion for an accelerated share repurchase and $2 billion to repay debt, with both initiatives expected in the near term subject to market conditions.
What is the value of the divested business?
BD stated that, based on Waters' closing share price on February 6, 2026, the transaction valued the Biosciences & Diagnostic Solutions business at $18.8 billion. This figure includes the Waters equity received by BD shareholders, and the $4 billion cash payment is separate from that calculation.
Will BD continue to have any relationship with the divested business?
Yes, on a transitional basis. BD will provide HR, sales and marketing, finance and IT services to SpinCo for three to 24 months under the Transition Services Agreement. Under the Intellectual Property Matters Agreement, BD and Waters also granted each other royalty-free licenses within their existing fields, and BD granted Waters an exclusive license to three R&D-stage patent families.
Are there any changes to BD's board or leadership?
Claire M. Fraser, Ph.D., resigned from BD's board effective at closing and was appointed to Waters' board. BD's board now has twelve members, including Chairman, CEO and President Tom Polen.
04—Continue