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Investing.com -- Waters Corporation (NYSE:WAT) stock dropped 2.2% after announcing a $17.5 billion Reverse Morris Trust transaction to combine with Becton Dickinson (NYSE:BDX)’s (NYSE:BD) Biosciences & Diagnostic Solutions business. BD shares also fell 2.1% following the news.
The deal structure will see BD receive approximately $4 billion in cash prior to the completion of the merger, with the medical technology company committing to use at least half of the proceeds for share repurchases and the remainder for debt reduction. Waters will assume about $4 billion in incremental debt, resulting in a net-debt-to-adjusted EBITDA ratio of 2.3x for the combined entity at closing.
The companies expect to achieve approximately $345 million in annualized EBITDA synergies by 2030, including $200 million in cost synergies within three years and $290 million in revenue synergies by year five. The transaction is projected to double Waters’ total addressable market to approximately $40 billion, with anticipated annual growth of 5-7%.
Waters CEO Udit Batra will lead the combined company, with Waters CFO Amol Chaubal continuing as CFO. Upon completion, existing Waters shareholders will own approximately 60.8% of the combined entity, while BD shareholders will hold the remaining 39.2%.
The transaction is expected to be accretive to Waters’ adjusted earnings per share in the first year, with the combined company projected to deliver mid-teens annualized adjusted EPS growth over five years. The deal is anticipated to close in the first quarter of 2026.
Barclays (LON:BARC) is serving as financial adviser to Waters, while Citi is acting as lead financial adviser to BD, with Evercore also providing financial advisory services.
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