M&A - BECTON DICKINSON & CO

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158807

Filing Summary: Becton, Dickinson and Company has filed a communication related to the proposed business combination with Waters Corporation and Augusta SpinCo Corporation, focusing on BD's biosciences and diagnostic solutions business. The communication highlights a pre-recorded video featuring executives from both companies discussing the strategic advantages of the merger, including increased recurring revenue, portfolio diversification, and an expansive addressable market worth $40 billion. The transaction aims to leverage both companies' strengths to create a leading life science entity, enhancing growth potential, margins, and earnings per share (EPS) from the first year post-closing. Cautionary statements regarding forward-looking statements address various risks, regulatory approvals, and uncertainties that may affect the proposed transaction.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158835

Filing Summary: Becton Dickinson & Co. (BD) is set to merge with Waters Corporation, combining BD's Biosciences & Diagnostic Solutions business into Waters via a Reverse Morris Trust transaction. This deal allows Waters to acquire 39.2% of its shares to BD shareholders and assume about $4 billion in debt while providing BD shareholders with a cash distribution. The merger is viewed as a strategic fit, enhancing both companies' market positions and financial performances. The combined entity is projected to generate around $6.5 billion in pro forma revenue and achieve adjusted EBITDA of approximately $2 billion for 2025. The transaction is expected to create significant value through cost and revenue synergies, with projected annualized savings of approximately $200 million by year three and $290 million in revenue synergies by year five. The merged company will focus on high-growth adjacencies in the life sciences sector, leveraging the complementary strengths of both organizations. The transaction is anticipated to close by the end of Q1 2026, pending regulatory approvals and other customary conditions.

Form Type: 8-K

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158404

Filing Summary: On July 14, 2025, Becton, Dickinson and Company (BD) entered into definitive agreements to combine its Biosciences and Diagnostic Solutions business with Waters Corporation in a Reverse Morris Trust transaction. Both companies announced the formation of a joint conference call and webcast scheduled for 8:00 a.m. Eastern Time on the same day to discuss the details of the transaction. Several pertinent documents were attached, including press releases and presentations, detailing the merger's structure, implications, and expected benefits. The press release and related materials discuss forward-looking statements regarding the transaction, including potential synergies and financial consequences, while outlining various risks and uncertainties that may affect completion. This merger represents a strategic partnership aimed at enhancing market competitiveness and operational efficiencies in the biosciences sector.

Form Type: 8-K

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158797

Filing Summary: On July 13, 2025, Becton, Dickinson and Company entered into definitive agreements with Waters Corporation to combine Becton's Biosciences and Diagnostic Solutions business with Waters in a Reverse Morris Trust transaction. The transaction will result in BD receiving approximately $4 billion in cash, and its shareholders will own 39.2% of Waters common stock following the transaction. The merger consists of a separation of the Biosciences business into a subsidiary named Augusta SpinCo Corporation, followed by a cash distribution to BD, a pro rata distribution of SpinCo shares to BD shareholders, and a merger of SpinCo with Waters' subsidiary. The transaction has been unanimously approved by both companies' Boards. Closing conditions include regulatory approvals and financial arrangements. This merger is aimed at creating efficiencies and enhancing product offerings within the biotechnology sector.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158411

Filing Summary: On July 14, 2025, Waters Corporation announced a definitive agreement to combine Becton, Dickinson & Company's (BD) Biosciences and Diagnostic Solutions business with itself, forming an innovative leader in life sciences and diagnostics. This tax-efficient Reverse Morris Trust transaction is valued at approximately $17.5 billion and aims to enhance shareholder value by leveraging complementary technologies for high-volume testing in regulated end-markets. The combined entity is expected to double Waters' addressable market to roughly $40 billion and project sales of approximately $6.5 billion and adjusted EBITDA of about $2 billion for 2025. Anticipated annualized EBITDA synergies are estimated at $345 million by 2030, with significant recurring revenues derived from established brands. The merger is expected to close by the end of the first quarter of 2026, pending necessary regulatory approvals and shareholder consent, and will result in a combined company where BD shareholders will own around 39.2% and Waters shareholders 60.8%. The main operational headquarters will remain in Milford, Massachusetts, under the Waters name, with both company leadership teams working together to drive innovation and growth in high-demand markets.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158412

Filing Summary: On July 14, 2025, Becton, Dickinson and Company (BD) and Waters Corporation announced their plans to combine BD's Biosciences and Diagnostic Solutions business with Waters in a Reverse Morris Trust transaction valued at approximately $17.5 billion. This strategic move is expected to create a leading entity in life sciences and diagnostics focused on high-volume testing while unlocking substantial shareholder value. The transaction is anticipated to double Waters' total addressable market to about $40 billion and project combined sales of approximately $6.5 billion for 2025, alongside adjusted EBITDA of around $2 billion. Key benefits outlined include an expected $345 million in annualized EBITDA synergies by 2030, with $200 million in cost synergies by year three. The combined company is expected to retain strong growth trajectories and operational efficiencies, transitioning to a new entity under the Waters name, which will continue trading on the New York Stock Exchange. The transaction's completion is subject to regulatory approvals and is projected to close around the end of Q1 2026.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158800

Filing Summary: On July 13, 2025, Becton, Dickinson and Company entered into definitive agreements with Waters Corporation to combine their Biosciences and Diagnostic Solutions businesses through a Reverse Morris Trust transaction. This merger will involve a separation of the Biosciences and Diagnostic Solutions business from the Company, which will then be held by a newly created subsidiary, Augusta SpinCo Corporation. Following this separation, SpinCo will distribute approximately $4 billion in cash to Becton Dickinson, and shareholders will receive all outstanding shares of SpinCo common stock. Immediately after the Spin-Off, SpinCo will merge with a subsidiary of Waters, becoming a wholly owned entity of Waters. The transaction has been unanimously approved by both companies' Boards of Directors and includes detailed agreements concerning separation, merger, taxation, and governance. The merger is subject to customary closing conditions including regulatory approvals and completion of the cash distribution.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525158803

Filing Summary: Becton Dickinson & Co (BD) has announced a proposed business combination with Waters Corporation and Augusta SpinCo Corporation concerning BD's biosciences and diagnostic solutions business. The transaction is aimed at leveraging the complementary strengths of both companies to create a leading entity in life sciences and diagnostics, focusing on regulated, high-volume testing. The combined ventures are projected to enhance revenue, expand the market reach to $40 billion, and accelerate growth in bioseparations, bioanalytical characterization, and multiplex diagnostics. Expected benefits also include improved margins and positive net impact on adjusted EPS in the first year post-completion. The transaction aims to make BD a pure-play medical technology firm, aligning its operations with significant healthcare growth trends. The merger is anticipated to close by the end of Q1 2026, while current operations will continue until then. Integration planning is underway, with ongoing developments to be communicated as the timeline progresses.