Waters Corporation and BD have set Feb. 9 as the closing date for their $17.5 billion combination. The merger will unite BD’s Biosciences and Diagnostic Solutions unit with Waters to create a life sciences instrumentation company with roughly $6.5 billion in annual revenue.
BD’s board established February 5 as the record date for the tax-free spinoff. Following the Reverse Morris Trust transaction, BD shareholders will own 39.2% of the combined company, with existing Waters shareholders holding 60.8%. BD will receive $4 billion in cash.
The deal brings together complementary analytical technologies: Waters’ liquid chromatography, mass spectrometry, and multi-angle light scattering platforms alongside BD Biosciences’ flow cytometry instruments, cell sorters, and multiomics tools. The combination spans upstream cell analysis through downstream molecular characterization.
“This is absolutely a perfect fit,” Batra said when the deal was announced. “Here comes BD with 70,000 more instruments, placed in every laboratory around the globe, and 20,000 are due for replacement in the next two years.”
Batra sees an opportunity to move BD’s flow cytometry platforms from R&D into regulated quality applications. “You can go to any large pharma lab and you’ll find flow cytometry in the development lab, but not necessarily in QA/QC,” he said. “We intend to get it there.”
Bioseparations momentum
Waters has been investing heavily in large-molecule applications ahead of the merger. On the company’s Q3 2025 earnings call, CEO Udit Batra reported that bioseparations revenue grew more than 20% in the quarter, with chemistry sales up 13% overall driven by new size exclusion and affinity chromatography columns.
“The move towards bioanalytical characterization, bioseparations is paying off extremely well,” Batra told analysts. He pointed to the company’s charge detection mass spectrometry platform as “a game-changing launch for large molecule mass spec.”
Waters has also shifted its R&D focus. At the Jefferies Healthcare Conference in November, the company disclosed that over 70% of its column R&D is now focused on biologics applications.
The combined entity plans to spend approximately 10% of revenue on R&D. That is roughly $650 million annually based on projected sales.
Regulatory tailwind
The merger’s timing aligns with a regulatory shift that could increase demand for analytical instrumentation. In late 2025, the FDA issued draft guidance aimed at streamlining biosimilar development by reducing requirements for comparative clinical efficacy studies.
“The proposed framework will reduce the need for routine comparative clinical efficacy studies and instead rely primarily on advanced analytical characterization,” Batra said on the Q3 call. “This could represent a meaningful shift towards analytical testing becoming the primary gatekeeper for biosimilar approval.”
That change would benefit instrument makers whose platforms are used to demonstrate molecular similarity between biosimilars and reference products.
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