Waters Corporation · NYSE:WAT
Waters — Merger or Acquisition (July 2025)
36 slides from Waters's merger presentation, Jul 14, 2025
Slide 1: Creating a Life Science Tools & Diagnostics Leader
Exhibit 99.2 Biosciences & Diagnostic Solutions CREATING A Life Science Tools & Diagnostics Leader Focused on Regulated, High-Volume Testing July 14, 2025
Slide 2: Disclaimer
Biosciences & Diagnostic Solutions Disclaimer Additional Information and Where to Find It: This communication is not intended to and does not constitute an offer to sell or the solicitation of an materialize, or should underlying assumptions prove incorrect, these developments could have a material
Slide 3: Today's Speakers
Biosciences & Diagnostic Solutions Today’s Speakers Dr. Udit Batra Tom Polen Amol Chaubal Christopher DelOrefice Waters President BD Chairman, Waters SVP, BD EVP, & Chief Executive Officer CEO & President Chief Financial Officer Chief Financial Officer 2025 WATERS CORPORATION 2
Slide 4: A Strong, Shared Culture of Pioneering Science
Biosciences & Diagnostic Solutions A Strong, Shared Culture of Pioneering Science 50+ Years 50+ Years Defining Separations Advancing the Field Science with Liquid of Biology with Chromatography Best-in-Class Innovators Flow Cytometry Biosciences & Diagnostic Solutions 1965 2019 R. B. Woodward Kaelin
Slide 5: A Significant Value Creation Opportunity
Biosciences & Diagnostic Solutions A Significant Value Creation Opportunity Creates an Innovation Leader …Serving High Volume, Regulated with Robust Financial Strength… Applications w/ Industry-Leading Brands Large TAM w/ Consistent Growth Drivers 1 Doubles Waters TAM to ~$40B at 5-7% growth in a br
Slide 6: Large TAM w/ Growth Tied to Consistent Volume Expansion
Biosciences & Diagnostic Solutions Large TAM w/ Growth Tied to Consistent Volume Expansion End-Markets & Demand Drivers Why it Matters ST A B L E G R O W T H Quality Testing of Pharmaceuticals DRI V E RS Pharma QA/QC End-Points in Late-Stage Pharma Trials (MSD-HSD) # of Biologic Medicines Food & TRU
Slide 7: Unmatched Strategic Fit Accelerates Stated Strategic Ambitions
Biosciences & Diagnostic Solutions Unmatched Strategic Fit Accelerates Stated Opportunity to Apply Waters Cross-Selling in Proven Execution Model to Highly Complementary Strategic Ambitions in Multiple BD Biosciences/Dx High Growth Adjacencies Customer Segments Accelerate BioSeparations Instrument R
Slide 8: Increases Resilience & Growth Stability
Biosciences & Diagnostic Solutions Increases Resilience & Growth Stability >80% of Revenue from Iconic Brands… … >70% Annually Recurring Revenue Annually Recurring Revenue Biosciences & Diagnostic Solutions >70% ™ FACSLyric Clinical ™ FACSDiscover >80% ™ BACTEC ™ Kiestra ™ BD MAX Instruments >50% Re
Slide 9: An Industry Leading Financial Outlook
Bi Bio osci scie en nce ces s & & Dia Diag gn no os st tic ic S So olu lut tio ion ns s An Industry Leading Financial Outlook Biosciences & Diagnostic Solutions Biosciences & SYNERGIES Diagnostic Solutions ~ MSD+ MSD-HSD $290M + Historic Sales Growth Expected Revenue Synergies Near-To-Mid-Term Expec
Slide 10: Transaction Expected to Yield Outstanding Financial Benefits
Biosciences & Diagnostic Solutions Transaction Expected to Yield Outstanding Financial Benefits An Industry-Leading Significant Synergies Meaningful, Rapid Strong Free Cash & Value Creation Financial Outlook Accretion Flow Profile EXPECTED EXPECTED EXPECTED EXPECTED ~$345M MSD-HSD EPS Accretive 2.3x
Slide 11: BD Biosciences/Diagnostics is a Leader in Upstream & Clinical
Biosciences & Diagnostic Solutions BD Biosciences/Diagnostics is a Leader in Upstream & Clinical Software Leadership in Flow Informatics ™ 1 Fast-Growing Flow Cytometry Microbiology Molecular Dx ™ 40K+ 25K+ FDA-cleared AI workflow installed base Installed Base 80%+ applications for microbiology (Dia
Slide 12: An Innovation Leader w/ Uniquely Differentiated Portfolio
Biosciences & Diagnostic Solutions An Innovation Leader w/ Uniquely Differentiated Portfolio Biosciences Diagnostic Solutions ~$1.5B FY-24 GAAP REVENUE ~$1.8B FY-24 GAAP REVENUE New Breakthrough Products New Breakthrough Products $7B $15B 1 TAM; HSD% growth TAM; MSD+% growth FACSDiscover™ S8 Next-ge
Slide 13: Attractive Financial Profile & Business Mix
Biosciences & Diagnostic Solutions Attractive Financial Profile & Business Mix Product Type Geography Innovative portfolio and highly differentiated capabilities in attractive end-markets Service China 10% LATAM Single Cell Microbiology 13% 5% Multiomics 35% APAC 1% 10% Well-established in Strong in
Slide 14: Waters is a Leader in Downstream, Regulated Applications
Biosciences & Diagnostic Solutions Waters is a Leader in Downstream, Regulated Applications 170K+ 4 installed base Liquid Mass Chromatography Spectrometry Instruments replaced 1 every 5-7 years Compliant Informatics Leader Chromatography Data System Thermal Light Analysis Scattering ~80% of novel dr
Slide 15: Have Orchestrated Successful Transformation at Waters
Biosciences & Diagnostic Solutions Have Orchestrated Successful Transformation at Waters Strengthened Innovation Built Commercial Momentum Entered High Growth Adjacencies 2019 NOW PRE-2019 NOW Biologics 20% 35% EMBEDDED Bioseparations Instrument of Pharma Revs of Pharma Revs Bioanalytical OPERATING
Slide 16: Strong Financial Profile & Operating Performance
Biosciences & Diagnostic Solutions Strong Financial Profile & Operating Performance Academic & Govt Waters Standalone Financials 11% ADJ. EBITDA MARGIN Pharma 31% Industrial $3B 58% (CY-24) Total Revenue (CY-24) 37% WAT Peer Avg 27% Europe Asia 30% 33% $1.1B Adj. EBITDA (CY-24) FCF AS % OF REV 37% A
Slide 17: Accelerates Innovation Journey into BioSeparations
Biosciences & Diagnostic Solutions Accelerates Innovation Journey into BioSeparations to Create a Category-Defining Company Creating Next-Generation Separation Columns by Pairing Deep Chemistry & Biology Expertise CHEMISTRY CHEMISTRY Innovation leader in AAV Separations Advanced titer options for Ne
Slide 18: Positions Flow Cytometry into Bioanalytical Characterization
Biosciences & Diagnostic Solutions Positions Flow Cytometry into Bioanalytical Characterization Brings Flow Downstream into Large Molecule QA/QC Small mol data Large mol data FDA EMA NMPA Others Flow UV Mass Mass Light Detection Spectrometry Scattering Cytometry Receptor Interaction & biological res
Slide 19: Scales Capabilities & Presence for Multiplex Diagnostics
Biosciences & Diagnostic Solutions Scales Capabilities & Presence for Multiplex Diagnostics Automation Addition of BD Diagnostics will Accelerate w/ Core Lab Value Creation in ‘LC-MS into Dx’ Analyzer Adjacency Accelerate Automated Reagents Assay Menu Sample Prep Expansion Elevate 24/7 Service Metho
Slide 20: Substantial Financial Benefits Expected
Biosciences & Diagnostic Solutions Substantial Financial Benefits Expected Cost Synergies by Year 3 Revenue Synergies by Year 5 Commercial Excellence Instrument Replacement Mfg. & Supply Chain $80M $115M Service Attach & eCommerce EPS Launch Excellence accretive High Growth Adjacencies in Yr 1 Bioan
Slide 21: An Industry-Leading Financial Outlook
Biosciences & Diagnostic Solutions An Industry-Leading Financial Outlook Compelling 5-Year Growth Projection CY 2025E CY 2030E Revenue Growth CAGR MSD-HSD (CY 2025-30) $6.5B $9.0B Total Revenue (CY PF 25E) Total Revenue (CY PF 30E) Adj. EBITDA Growth +$1.3B $2.0B Adj. EBIT Margin Expansion ~ $3.3B 5
Slide 22: Transaction Overview
Biosciences & Diagnostic Solutions Transaction Overview ► BD to separate its Biosciences and Diagnostic Solutions business to BD shareholders and simultaneously Structure & Ownership merge SpinCo (which will own the Biosciences/Dx business) with a wholly owned subsidiary of Waters in a tax-efficient
Slide 23: Summary: Two Businesses Uniquely Suited for Each Other
Biosciences & Diagnostic Solutions Summary: Two Businesses Uniquely Suited for Each Other Creates an Innovation Leader …Serving High Volume, Regulated with Robust Financial Strength… Applications w/ Industry-Leading Brands Large TAM w/ Consistent Growth Drivers 1 Doubles Waters TAM to ~$40B at 5-7%
Slide 24: Q&A Session
CREATING A Life Science Tools & Diagnostics Leader Focused on Regulated, High-Volume Testing Q&A Session
Slide 25: Accelerating the New BD Strategy
Accelerating the New BD Strategy July 14, 2025 Exhibit 99.3
Slide 26: Cautionary Statement Regarding Forward-Looking Statements
Cautionary Statement Regarding Forward-Looking Statements This communication includes “forward-looking statements” as that term is defined in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction
Slide 27: Accelerating the New BD Strategy
ACCELERATING THE NEW BD STRATEGY JULY 14, 2025 This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or tran
Slide 28: Basis of Presentation: Non-GAAP Measures
ACCELERATING THE NEW BD STRATEGY JULY 14, 2025 In addition to the financial measures presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), this communication includes certain non-GAAP financial measures (collectively, the “Non-GAAP Measures”), such as adjusted EBI
Slide 29: New BD Investment Highlights
New Scaled pure-play medical technology company with uniquely leading positions in large, attractive end-markets, track record of innovation, and strong long-term cash generation and earnings growth fueled by BD Excellence Disciplined and balanced capital allocation framework with emphasis on shareh
Slide 30: Unlocking meaningful value for shareholders
Unlocking meaningful value for shareholders Definitive agreement under which BD will combine its Biosciences and Diagnostic Solutions business with Waters to create a leading life science tools and diagnostics company Tax-efficient Reverse Morris Trust; BD shareholders will own ~39.2% of the new com
Slide 31: Transaction accelerates New BD strategy
Transaction accelerates New BD strategy Fiscal 2024 revenue of ~$17.8B1, with a $70B+ addressable market expected to grow at ~5%2 Uniquely leading positions in large and attractive end-markets with best-in-class consumables revenue profile of over 90% More focused investment to accelerate innovation
Slide 32: New BD leading positions in attractive end-markets
Medication Management Solutions $3.3B Revenue Please see Basis of Presentation on slide 4 and Appendix for non-GAAP reconciliations. (1) BD information presented is for FY24. Numbers may not tie due to rounding. Addressable markets based on internal BD estimates. Category growths represent normalize
Slide 33: Strengthening innovation in core categories and high-growth adjacencies
Strengthening innovation in core categories and expanding into high-growth adjacencies Note: Includes recently launched and select pipeline products. HemoSphere Alta™ Smart Recovery Monitor Parata Max® 2 Central Fill BD Alaris™ Infusion System Pyxis™ Pro Swan IQ™ and ForeSight IQ™ Smart Sensors BD E
Slide 34: Unlocking long-term shareholder value
Unlocking long-term shareholder value New Waters transaction creates a life science and diagnostics leader focused on high-volume testing with a leading financial profile Maximizes BD shareholder value through ownership of combined company including upside of transaction synergies and growth opportu
Slide 35: Appendix
Appendix ACCELERATING THE NEW BD STRATEGY JULY 14, 2025
Slide 36: Supplemental Revenue Reconciliations
Supplemental Revenue Reconciliations For the Twelve Months Ended September 30, (Unaudited; $ in millions) Reflects Advanced Patient Monitoring Revenue for the period October 1, 2023 through September 2, 2024, giving effect as if Advanced Patient Monitoring had been acquired from Edwards Lifesciences