Waters Corporation announced it has completed its previously announced combination with the Biosciences and Diagnostic Solutions businesses of Becton, Dickinson and Company, creating what it described as a global life sciences and diagnostics leader aimed at high-volume testing in regulated applications.
Alongside the closing, Waters announced the appointment of Claire M. Fraser, Ph.D., to its board of directors, expanding the board to 11 members. Waters said Fraser is a genome scientist with three decades of experience managing large research institutes and, most recently, served as Director of The Institute for Genome Sciences at the University of Maryland School of Medicine, which she founded in 2007.
The company said she also served as a professor of medicine, microbiology, and immunology, and that she holds a B.S. in biology from Rensselaer Polytechnic Institute and a Ph.D. in pharmacology from the State University of New York at Buffalo.
With the transaction now closed, Waters said it has organized the combined company into four divisions to reflect its focus on high-volume testing in regulated applications and an expansion into adjacent markets. The company said the divisions are intended to bring together scientific teams supporting therapeutic development and manufacturing, food and environmental testing, and specialty diagnostics across molecular, microbiology, and multiplex applications.
Waters said Waters Analytical Sciences includes products, services, and compliant informatics tied to separations science and physical molecular characterization, including liquid chromatography instruments, chemistry consumables, and detection technologies such as mass spectrometry, UV, light scattering, and particle analysis. Waters said Waters Biosciences includes products, services, and informatics linked to biology, including flow cytometry instruments and reagents, cell sorting and analysis, and single-cell multiomics solutions.
Waters that its Advanced Diagnostics unit combines BD Diagnostic Solutions with the Waters clinical business and will focus on diagnostic workflows in regulated clinical settings, including microbiology, molecular, LC MS based multiplex testing, automation, and point of care testing. Waters said Waters Materials Sciences, formerly its TA division, includes products, services, and informatics across materials characterization techniques such as thermal analysis, rheology, and microcalorimetry, serving applications including batteries, electronics, and pharmaceuticals.
The company said the combination was executed through a Reverse Morris Trust structure, in which BD’s Biosciences and Diagnostic Solutions businesses were spun off into a separate entity that merged with a wholly owned Waters subsidiary.
Upon closing the pre-transaction, Waters shareholders owned 60.8% of the combined company on a fully diluted basis, while BD shareholders owned 39.2%. Waters also said BD shareholders will receive approximately 0.135 shares of Waters common stock for each BD share held as of the close of business on February 5, 2026, the record date for the spin-off, with cash paid in lieu of fractional shares.
Support: Barclays served as financial advisor to Waters, and Kirkland and Ellis served as lead legal counsel.
KEY QUOTES
“As we reach this important milestone, I want to welcome our new colleagues to Waters and Dr. Claire Fraser to our Board. Dr. Fraser is an internationally recognized scientist with an extensive background in genomics, infectious diseases, and molecular diagnostics. We will benefit from her expertise and deep knowledge of the business to help oversee our next era of growth and value creation.”
Flemming Ørnskov, M.D., M.P.H., Chairman, Waters
“Our combination with BD’s Biosciences and Diagnostic Solutions businesses marks a pivotal moment for Waters, bringing together world-class scientific expertise across chemistry, physics, and biology, with rich histories of innovation. As we enter this next chapter, our focus is clear: address our customers’ unmet needs, deliver long-term value for our shareholders, and provide solutions that advance global health. Through our category-defining products and shared culture of innovation, I am confident that together we will accelerate the benefits of pioneering science.”
Udit Batra, Ph.D., President And Chief Executive Officer, Waters
