BD Announces Record Date for the Spin-Off of its Biosciences & Diagnostic Solutions Business

Original from: BD

BD (Becton, Dickinson and Company) (NYSE: BDX) ("BD" or the "Company") today announced that the Company's Board of Directors has set the close of business on February 5, 2026, as the record date for the previously announced spin-off of BD's Biosciences & Diagnostic Solutions business to BD's shareholders. Immediately following the spin-off, the spun-off entity will be combined with Waters Corporation (NYSE: WAT) ("Waters") in a Reverse Morris Trust transaction. The combination is expected to be completed on February 9, 2026, subject to the satisfaction of customary closing conditions. 

As previously disclosed, under the terms of the transaction, BD will receive $4 billion in cash, and BD shareholders will receive Waters common stock representing 39.2% of the combined company on a fully diluted basis. Existing Waters shareholders will own 60.8% of the combined company on a fully diluted basis. The number of shares of Waters common stock that each holder of BD common stock as of the record date will receive in the transaction will be determined and announced in conjunction with the closing.

BD shareholders do not need to pay any consideration, exchange or surrender their BD common stock or take any other action to receive the Waters common stock in the transaction, other than to hold BD common stock as of the record date. Following the close of the transaction, BD shareholders will continue to hold, along with the shares of Waters common stock received in the combination, the same number of shares of BD common stock they held immediately prior to the close of the transaction. After close, investors should expect that BD's share price will adjust to reflect the transfer of the Biosciences & Diagnostic Solutions business to Waters Corporation in the combination. 

BD has received a favorable Private Letter Ruling from the Internal Revenue Service regarding matters relating to the U.S. federal income tax consequences of the transaction, and Waters stockholders have approved the issuance of shares of Waters common stock in the combination. The distribution and the closing of the transaction remain subject to the satisfaction of customary closing conditions.

BD has been advised by the New York Stock Exchange (the "NYSE") that, beginning on February 5, 2026 and continuing through and including the closing date of the transaction, which is anticipated to be February 9, 2026, shares of BD common stock will trade with "due bills" representing the right to receive the SpinCo common stock distribution (which shares of SpinCo common stock would be converted into shares of Waters common stock as a result of the transaction on the closing date of the transaction). BD common stock is expected to be quoted "Ex-Distribution" (without the entitlement to receive the SpinCo common stock distribution or the shares of Waters common stock) beginning on the first trading day following the closing of the transaction.

In all cases, investors should consult with their financial and tax advisors regarding the specific implications of selling shares of their BD common stock, including implications for the right to receive shares of SpinCo common stock as a result of the distribution as well as shares of Waters common stock as a result of the combination of SpinCo with Waters.

Source: BD Announces Record Date for the Spin-Off of its Biosciences & Diagnostic Solutions Business