Core Viewpoint - Waters Corporation and BD have announced a definitive agreement to combine BD's Biosciences & Diagnostic Solutions business with Waters, creating a leading entity in life sciences and diagnostics valued at approximately $17.5 billion [1][2]. Strategic and Financial Benefits - The transaction is expected to create substantial shareholder value through a strong strategic fit, increasing Waters' total addressable market to approximately $40 billion with an annual growth rate of 5-7% [2][3]. - Pro forma expected sales for the combined company in 2025 are approximately $6.5 billion, with adjusted EBITDA around $2.0 billion [2][9]. - The combined entity anticipates over 70% of its revenue to be recurring, with significant contributions from market-leading brands [2][3]. - Expected annualized EBITDA synergies of approximately $345 million by 2030, including $200 million in cost synergies by year three and $290 million in revenue synergies by year five [2][4]. - The transaction is projected to be accretive to adjusted EPS in the first year, with mid-to-high single-digit revenue growth and mid-teens annualized adjusted EPS growth expected over five years [2][9]. Technological and Market Expansion - The merger will bring together complementary technologies, enhancing capabilities in high-volume testing across regulated markets, including liquid chromatography and mass spectrometry [3][4]. - The combined company aims to accelerate expansion into high-growth adjacent markets, leveraging Waters' chemistry expertise and BD's biologics knowledge [3][4]. - BD's regulatory expertise is expected to enhance market access and service support, particularly in multiplex diagnostics using Waters' technologies [3][4]. Management and Governance - Udit Batra, Ph.D., will lead the new entity, with key leadership roles filled by executives from both companies [11][12]. - The combined company will operate under the Waters name and maintain its listing on the New York Stock Exchange [12]. Financial Structure and Transaction Details - The transaction is structured as a Reverse Morris Trust, with BD shareholders expected to own approximately 39.2% of the combined company and Waters shareholders approximately 60.8% [10]. - BD will receive a cash distribution of approximately $4 billion prior to the completion of the combination [10]. - The transaction is expected to close around the end of the first quarter of 2026, pending regulatory approvals and other customary conditions [10].