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Waters logoWaters WAT

Waters said on July 14, 2025 that it signed a definitive agreement to combine BD's Biosciences & Diagnostic Solutions business with Waters, in a Reverse Morris Trust transaction valued at about $17.5 billion.

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

Key points

AI summary
  1. Waters said on July 14, 2025 that it signed a definitive agreement to combine BD's Biosciences & Diagnostic Solutions business with Waters, in a Reverse Morris Trust transaction valued at about $17.5 billion.

  2. BD shareholders are expected to own about 39.2% of the combined company, and existing Waters shareholders about 60.8%, the company said. BD is expected to receive a cash distribution of about $4 billion before completion, and Waters is expected to assume about $4 billion of incremental debt.

  3. The company said the combined company's pro forma sales for calendar 2025 are expected to be about $6.5 billion and pro forma adjusted EBITDA about $2.0 billion, and it expects annualized EBITDA synergies of about $345 million by 2030.

  4. The company said it expects the transaction to close in calendar 2026 around the end of Q1, subject to required regulatory approvals, Waters shareholder approval and other customary closing conditions.

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 and BD Agree to Combine Biosciences and Diagnostics Units in Reverse Morris Trust

Waters said on July 14, 2025 that it signed a definitive agreement to combine BD's Biosciences & Diagnostic Solutions business with Waters, in a Reverse Morris Trust transaction valued at about $17.5 billion.

Source · Based on the filing body and exhibits

Ownership Split, BD Cash Distribution and Debt Assumption

BD shareholders are expected to own about 39.2% of the combined company, and existing Waters shareholders about 60.8%, the company said. BD is expected to receive a cash distribution of about $4 billion before completion, and Waters is expected to assume about $4 billion of incremental debt.

Source · Based on the filing body and exhibits

Combined Company Pro Forma Scale and Synergies for 2025

The company said the combined company's pro forma sales for calendar 2025 are expected to be about $6.5 billion and pro forma adjusted EBITDA about $2.0 billion, and it expects annualized EBITDA synergies of about $345 million by 2030.

Source · Based on the filing body and exhibits

Expected Closing Timing and Approval Conditions

The company said it expects the transaction to close in calendar 2026 around the end of Q1, subject to required regulatory approvals, Waters shareholder approval and other customary closing conditions.

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.