Kirkland & Ellis Advises Waters Corporation on $17.5B Merger with Becton Dickinson.
Kirkland & Ellis LLP has advised Waters Corporation (NYSE: WAT) on its landmark Reverse Morris Trust transaction that will combine Waters with Becton, Dickinson and Company’s (NYSE: BDX) Biosciences & Diagnostic Solutions business, creating a global leader in life sciences and diagnostics.
The transaction values BD’s Biosciences & Diagnostic Solutions unit at approximately $17.5 billion, positioning the combined company as a powerhouse in liquid chromatography, mass spectrometry, flow cytometry, and diagnostic solutions.
Under the terms of the deal:
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BD shareholders will own approximately 39.2% of the combined company.
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Waters shareholders will retain approximately 60.8%.
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BD will receive a cash distribution of approximately $4 billion prior to completion, subject to adjustments.
The Boards of Directors of both Waters and BD have unanimously approved the transaction, which is expected to close by the end of Q1 2026, pending regulatory approvals, Waters shareholder approval, and other customary closing conditions.
Flemming Ornskov, M.D., M.P.H., Chairman of Waters Corporation, commented: "This transaction marks a pivotal milestone in Waters' transformation journey as we embark on a new chapter of growth and value creation. As the Board of Directors evaluated this opportunity throughout the process, it became evident that combining with BD's Biosciences & Diagnostic Solutions business is an excellent strategic fit with complementary strengths. We are confident that this combination will accelerate our strategy in multiple high-growth markets and deliver substantial near- and long-term value to our shareholders."
Tom Polen, Chairman, CEO and President of BD, said: "We are bringing together complementary portfolios and channels that create an industry-leading life science and diagnostics company. We see an incredible opportunity to leverage both companies' commitments to unparalleled innovation, technology, and commercial presence to serve attractive high-growth end-markets, while simultaneously unlocking multiple new growth vectors."
"We couldn't be more confident that the combined company, under Udit's leadership, represents the best path to create substantial value for shareholders. Waters offers the right cultural fit for our Biosciences & Diagnostic Solutions associates to flourish and continue their legacy of developing new-to-world, innovative solutions that make a meaningful impact on global healthcare."
The Kirkland & Ellis team advising Waters Corporation was led by corporate lawyers David Klein, Daniel Wolf, Allie Wein, and Steven Choi. Tax matters were handled by Dean Shulman, Liam Murphy, and Rachel Malhiet. Executive compensation advice was provided by Rob Fowler, Rebekah Kostelak, and Matthew Antinossi.
Sophia Hudson, Jennifer Lee, and Zoey Hitzert advised on capital markets, while Rachael Lichman and Charles Martin led on debt finance. Technology and intellectual property transactions were handled by Jeff Seroogy and Amy Barber. Antitrust and competition matters were overseen by Andrea Murino and Psalm Cheung.
Waters Corporation (NYSE: WAT) is a global leader in analytical instruments and software, specializing in chromatography, mass spectrometry, and laboratory informatics. Founded in 1958 and based in Massachusetts, Waters operates in over 35 countries, serving life sciences, materials, food, and environmental markets.
Kirkland & Ellis is a leading global law firm known for its excellence in M&A, corporate law, litigation, intellectual property, and private equity. With offices in key financial centers worldwide, the firm advises clients across a broad range of industries. Recognized for its work on high-stakes transactions and disputes, Kirkland delivers innovative legal strategies backed by deep industry knowledge. Its focus on complex deals and cutting-edge solutions positions it as a trusted advisor in the global legal market.
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