Core Viewpoint - BD (Becton, Dickinson and Company) is set to spin off its Biosciences & Diagnostic Solutions business to shareholders, followed by a merger with Waters Corporation, with the transaction expected to close on February 9, 2026 [1][2]. Transaction Details - The transaction will involve BD receiving $4 billion in cash, while BD shareholders will obtain 39.2% of the combined company on a fully diluted basis, with existing Waters shareholders owning 60.8% [2]. - BD shareholders do not need to take any action other than holding their shares as of the record date to receive Waters common stock [3]. - Following the transaction, BD shareholders will retain the same number of BD shares they held prior to the transaction [3]. Regulatory and Approval Status - BD has received a favorable Private Letter Ruling from the IRS regarding the U.S. federal income tax implications of the transaction, and Waters shareholders have approved the issuance of shares in the merger [4]. - The transaction is subject to customary closing conditions [4]. Trading Information - From February 5, 2026, BD common stock will trade with "due bills" representing the right to receive the SpinCo common stock distribution, which will convert into shares of Waters common stock upon closing [5]. - After the transaction closes, BD common stock is expected to be quoted "Ex-Distribution," meaning it will no longer include the entitlement to receive the SpinCo common stock distribution [5].