#USA #Waters Corporation #Franklin Lakes #Becton Dickinson #Biosciences

BD Announces Record Date for Business Spin-Off

On January 27, 2026, BD (Becton, Dickinson and Company), a leading global medical technology firm, informed its stakeholders about a pivotal step in its business strategy: the spin-off of its Biosciences & Diagnostic Solutions business. This announcement was coupled with the details of the upcoming merger with Waters Corporation, set to complete shortly after the spin-off.

Key Details of the Spin-Off

BD has designated February 5, 2026, as the record date for this significant transaction. As per the approved plan, existing BD shareholders will effectively see their stakes transitioned to a new entity that combines with Waters Corporation in a Reverse Morris Trust transaction. It’s expected that the culmination of this merger will occur on February 9, 2026, provided all customary closing conditions are met.

As a part of the deal, BD stands to gain $4 billion in cash, while BD shareholders will receive common stock from Waters that represents 39.2% of the new combined company. Importantly, shareholders of Waters Corporation are set to hold 60.8% of the merged entity based on a fully diluted basis. The specifics regarding how many shares each BD shareholder will receive in the form of Waters common stock will be disclosed at the time of the merger's closing.

No Additional Actions Needed for Shareholders

One of the most notable aspects of this spin-off is that BD shareholders need not take any further action to claim their shares in Waters. Simply holding their BD stock as of the record date ensures they will directly receive the distribution without any need for exchanges or a formal surrender of their existing BD shares. Post-merger, these shareholders will continue to own the same quantity of BD stock, alongside their new shares in Waters.

Following the completion of the transaction, BD’s stock valuation is anticipated to adjust downward to reflect the business transfer to Waters Corporation, a standard reaction in financial markets in such scenarios.

Regulatory Approval

In preparation for this transaction, BD has successfully secured a favorable Private Letter Ruling from the Internal Revenue Service regarding the U.S. federal income tax implications. Additionally, approval from Waters shareholders for the stock issuance necessary for the merger has also been obtained, paving the way for the scheduled venture.

As per notification from the New York Stock Exchange, beginning February 5, 2026, BD shares will commence trading with “due bills.” This signifies their entitlement to the distribution of the shares of the spin-off entity, which will convert into Waters shares upon merger completion. From the first trading day post-transaction closure, BD stock will move forward without these due bill entitlements.

Strategic Rationale and Future Outlook

BD, known for its dedication to advancing healthcare through innovative medical technologies, has consistently focused on refining its operations to better serve the global healthcare community. By spinning off its Biosciences & Diagnostic Solutions business, BD is positioning itself for tailored growth, allowing it to concentrate on core areas of expertise while ensuring the new entity aligns with Waters' portfolio and strategy for expansion in diagnostics and therapeutic solutions.

This strategic move will not only optimize operational efficiencies but also enhance BD's focus on innovation and customer-centric medical solutions, thereby reinforcing its commitment to improving clinical therapy processes and health outcomes.

As BD forges ahead with this strategic realignment, it underscores its vision to be at the forefront of healthcare advancement through collaborative efforts with organizations that share similar goals. Stakeholders are encouraged to seek advice from financial and tax professionals to comprehend the ramifications of their shareholdings in context of this spin-off and subsequent merger.

For more information about BD and its ongoing projects, visit the company’s official website or connect on social media for updates on healthcare innovations and corporate developments.