By Fineline Cube 
US major Becton, Dickinson and Co., (BD) is set to merge its Biosciences & Diagnostic Solutions business with compatriot firm Waters Corporation (NYSE: WAT). The transaction, valued at approximately USD 17.5 billion, aims to create an industry-leading life sciences and diagnostics company with enhanced technological capabilities and financial prospects.
Deal Structure
The merger will be executed through a tax-efficient Reverse Morris Trust (RMT) structure. Under this arrangement, BD will first spin off its Biosciences & Diagnostic Solutions business to its shareholders before merging it with a wholly-owned subsidiary of Waters. Post-merger, BD shareholders are expected to own 39.2% of the combined company, while existing Waters shareholders will retain 60.8%. Additionally, BD will receive a pre-closing cash distribution of USD 4 billion, subject to adjustments based on cash, working capital, and debt positions.
Synergies and Market Growth
The newly merged company will possess leading liquid chromatography, mass spectrometry, flow cytometry, and diagnostic solutions. This positions it to provide large-scale testing services, which is expected to double Waters’ addressable market size to USD 40 billion. The combined company anticipates that over 70% of its revenue will come from annual recurring businesses. It is projected to achieve USD 200 million in cost synergies by the third year post-transaction completion, USD 290 million in revenue synergies by the fifth year, and annual EBITDA synergies of USD 345 million by 2030. From 2025 to 2030, the company expects to realize mid-to-high single-digit revenue growth.-Fineline Info & Tech