Kirkland Advises Waters Corporation on $39 Billion Combination with BD’s Biosciences & Diagnostics Business
Kirkland & Ellis advised Waters Corporation (NYSE: WAT) on a Reverse Morris Trust transaction that will combine Waters with Becton, Dickinson and Company’s (NYSE: BDX) Biosciences & Diagnostic Solutions business to create an innovative life science and diagnostics leader. The agreement values BD’s Biosciences & Diagnostic Solutions business at approximately $17.5 billion. The combined company will have best-in-class liquid chromatography, mass spectrometry, flow cytometry, and diagnostic solutions.
The transaction has been unanimously approved by the Boards of Directors of both Waters and BD. BD’s shareholders are expected to own approximately 39.2% of the combined company, and existing Waters’ shareholders are expected to own approximately 60.8% of the combined company. BD will also receive a cash distribution of approximately $4 billion prior to completion of the combination, subject to certain adjustments. The transaction is expected to close around the end of the first quarter of calendar year 2026, subject to receipt of required regulatory approvals, Waters shareholder approval, and satisfaction of other customary closing conditions.
Read the transaction press release
The Kirkland team included corporate lawyers David Klein, Daniel Wolf, Allie Wein and Steven Choi; tax lawyers Dean Shulman, Liam Murphy and Rachel Malhiet; executive compensation lawyers Rob Fowler, Rebekah Kostelak and Matthew Antinossi; capital markets lawyers Sophia Hudson, Jennifer Lee and Zoey Hitzert; debt finance lawyers Rachael Lichman and Charles Martin; technology & IP transactions lawyers Jeff Seroogy and Amy Barber; and antitrust & competition lawyers Andrea Murino and Psalm Cheung.
