BD Sets Feb. 5 Record Date for $4 Billion Spin-Off and Waters Merger
BD has set the record date for spinning off its Biosciences & Diagnostic Solutions unit on February 5, 2026, with the spin-off merging into Waters Corporation on February 9. Under the agreement, BD will receive $4 billion in cash and BD shareholders will hold 39.2% of the combined company.
1. BD Sets Record Date for Biosciences & Diagnostic Solutions Spin-Off
On January 27, 2026, BD’s Board of Directors designated February 5, 2026 as the record date for the spin-off of its Biosciences & Diagnostic Solutions business. Shareholders on that date will receive shares of the newly formed SpinCo, which will merge with Waters Corporation in a Reverse Morris Trust transaction expected to close on February 9, 2026. Under the transaction terms, BD will collect $4 billion in cash, and BD shareholders will own 39.2% of the combined entity on a fully diluted basis while existing Waters shareholders will hold the remaining 60.8%. No action or exchange is required from BD shareholders beyond holding their BD shares on the record date.
2. Private Letter Ruling and NYSE Trading Adjustments Approved
BD has obtained a favorable Private Letter Ruling from the IRS confirming the tax-free treatment of the spin-off for U.S. federal income tax purposes. Waters shareholders have approved the issuance of new Waters common stock in the combination. From February 5 through the closing date, BD shares will trade with due bills representing entitlement to SpinCo distribution. Upon closing, BD shares will trade ex-distribution, reflecting the detachment of the Biosciences & Diagnostic Solutions assets.
3. BD Research Cloud 7.0 Launches AI-Driven Flow Cytometry Suite
BD introduced Research Cloud 7.0, its latest cloud-based platform for advanced flow cytometry, featuring the AI-powered Horizon Panel Maker. The new module automates multicolor panel design, reducing experimental setup time by up to 50%. Integrated data-intelligence tools now enable real-time quality control alerts and cross-run comparison, while expanded API connectivity delivers seamless integration with third-party LIMS systems. BD reports early trials showing a 30% increase in throughput for core labs using the new release.
4. Q1 Fiscal 2026 Earnings Webcast Scheduled for February 9
BD management will host an audio webcast at 8 a.m. ET on Monday, February 9, 2026, to review financial results for the quarter ended December 31, 2025. The company plans to issue a news release with summary financial metrics and a slide deck prior to the call. Interested investors can access the live and on-demand webcast via BD’s investor relations website, where materials will remain available following the presentation.