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Subsequent Events
6 Months Ended
Jun. 28, 2025
Subsequent Events [Abstract]  
Subsequent Events
14 Subsequent Events
On July 13, 2025, the Company entered into a definitive agreement (the “Merger Agreement”) to purchase and combine Becton, Dickinson & Company’s (“BD”) Biosciences & Diagnostic Solutions business with Waters Corporation (the “Merger”). The transaction is structured as a Reverse Morris Trust transaction, where BD’s Biosciences & Diagnostic Solutions business will be spun off to BD shareholders and simultaneously merged with a wholly owned subsidiary of the Company for a combined stock and cash purchase price valued at approximately $17.5 billion
 as of the date of signing
. BD’s shareholders are estimated to own approximately 39.2% of the combined company, and existing Waters Corporation shareholders are estimated to own approximately 60.8% of the combined company. BD will also receive cash of approximately $4 billion prior to completion of the combination, subject to adjustment for cash, working capital and indebtedness. The transaction is expected to be generally tax-free for U.S. federal income tax purposes to BD and BD’s shareholders. The Company is expected to assume approximately $4 billion of incremental debt. 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 Corporation shareholder approval and satisfaction of other customary closing conditions.

The Merger Agreement also contains specified termination rights for the Company and BD, including in the event that the Merger has
not
been consummated on or prior to July 13, 2026 (subject to extension in connection with outstanding regulatory approvals). Additionally, the Merger Agreement requires the Company to pay BD a termination fee of
$733 
million if the Merger Agreement is terminated under certain circumstances.
In connection with the Merger Agreement, the Company and a financial institution executed a 364-day bridge loan facility commitment letter, pursuant to which such financial institution has committed to provide bridge financing of $1.8 billion to fund dividends, fees and expenses related to the transactions contemplated by the Merger Agreement, on the terms and conditions set forth therein. The Company has incurred $14 million of transaction-related expenses through June 28, 2025. Based on information available through the date of this filing, if the transaction closes, the Company estimates it will incur transaction-related expenses and financing fees of approximately $120 million.