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Becton Dickinson logoBecton Dickinson BDX

The company said on July 14, 2025 it entered into definitive agreements with Waters Corporation to combine its Biosciences and Diagnostic Solutions business with Waters in a Reverse Morris Trust transaction, valued at approximately $17.5 billion.

8-KRegulation FD DisclosureFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said on July 14, 2025 it entered into definitive agreements with Waters Corporation to combine its Biosciences and Diagnostic Solutions business with Waters in a Reverse Morris Trust transaction, valued at approximately $17.5 billion.

  2. BD said it expects its shareholders to own approximately 39.2% of the combined company and existing Waters shareholders to own approximately 60.8%. It also said BD will receive a cash distribution of approximately $4 billion.

  3. The company said it will use at least half of the cash distribution of approximately $4 billion to repurchase shares and allocate the remainder to debt repayment. It said Waters is expected to assume approximately $4 billion of incremental debt.

  4. The company said it expects the Biosciences and Diagnostic Solutions business to generate revenue of approximately $3.4 billion and adjusted EBITDA of approximately $925 million for calendar 2025. It also said it expects the transaction to close around the end of the Q1 of calendar 2026.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Waters to Combine With BD's Biosciences and Diagnostic Solutions Business in Reverse Morris Trust

The company said on July 14, 2025 it entered into definitive agreements with Waters Corporation to combine its Biosciences and Diagnostic Solutions business with Waters in a Reverse Morris Trust transaction, valued at approximately $17.5 billion.

Source · Based on the filing body and exhibits

BD Shareholders to Own Stake; $4 billion Cash Distribution

BD said it expects its shareholders to own approximately 39.2% of the combined company and existing Waters shareholders to own approximately 60.8%. It also said BD will receive a cash distribution of approximately $4 billion.

Source · Based on the filing body and exhibits

Use of Cash Distribution and Waters' Added Debt

The company said it will use at least half of the cash distribution of approximately $4 billion to repurchase shares and allocate the remainder to debt repayment. It said Waters is expected to assume approximately $4 billion of incremental debt.

Source · Based on the filing body and exhibits

Calendar 2025 Outlook for Revenue and Adjusted EBITDA; Closing Timing

The company said it expects the Biosciences and Diagnostic Solutions business to generate revenue of approximately $3.4 billion and adjusted EBITDA of approximately $925 million for calendar 2025. It also said it expects the transaction to close around the end of the Q1 of calendar 2026.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.