Schneider Electric Agrees to Acquire PTC for $22.6 Billion

Schneider Electric (SND.DE ) and PTC announced on October 5, 2026 that they have signed a definitive agreement under which Schneider Electric will acquire PTC in an all-cash transaction valuing the Boston-based industrial software company’s equity at approximately $22.6 billion.

Under the terms set out in the joint announcement, PTC shareholders will receive $205 per share in cash, subject to completion of the closing conditions. The offer covers 100% of PTC’s share capital, valuing its equity at approximately $22.6 billion (€20.1 billion) and implying an enterprise value of $23.7 billion (€21.1 billion). The stated enterprise value represents a multiple of 21x EV/Adj. EBITA 2027E and 13x EV/Adj. EBITA 2027E including full run-rate synergies, according to the announcement.

The per-share price represents a 42.3% premium to PTC’s last closing price and a 46.1% premium to the volume-weighted average share price over the previous 30 trading days prior to the announcement, the companies stated.

PTC, listed on Nasdaq, serves more than 30,000 customers globally with computer-aided design (CAD), product lifecycle management (PLM), application lifecycle management (ALM) and service lifecycle management (SLM) software used to design complex physical products and manage product and engineering data throughout the lifecycle. The announcement states that PTC generated €2.4 billion in revenue and an approximately 40% Adj. EBITA margin in calendar 2025, with revenue and ARR expected to grow by roughly 10% annually through 2029, and describes the company as having particular strengths in discrete and hybrid manufacturing.

The companies stated the transaction would scale Schneider Electric’s Software & Services revenues to an estimated 24% of Group revenues on a pro forma basis, with more than 15,000 software employees and over 50,000 software customers, and would expand Schneider Electric’s total addressable market in industrial software by approximately three times. The announcement describes PTC’s product and engineering data fabric as complementing Schneider Electric’s existing foundation of process and energy data, its AVEVA industrial software position and its proposed acquisition of Cognite.

“The acquisition of PTC represents an important step forward in our ambition to lead the new era of Energy and Industrial Intelligence,” said Olivier Blum, Chief Executive Officer of Schneider Electric.

PTC President and CEO Neil Barua said: “This all-cash transaction is the culmination of the PTC Board’s commitment to maximize shareholder value. It delivers certain and compelling value to our shareholders.”

Financing and Synergy Expectations

Schneider Electric expects to achieve €250 million of annual run-rate cost synergies by Year 3 and approximately €800 million of revenue synergies, which it said would be driven by cross-selling across complementary customer footprints, extended channel and end-market access, broader geographic reach and AI-enabled joint development of digital thread solutions. The company estimates the transaction would be accretive to its financial profile across revenue growth, recurring revenue mix, gross margin, Adjusted EBITA margin and free cash flow conversion. It expects the transaction to be immediately low single-digit accretive to Adj. EPS (before PPA) in the first year of full consolidation and mid-to-high single-digit accretive to Adj. EPS (before PPA) including full run-rate synergies, and expects transaction ROCE to exceed WACC by Year 5 post-closing including full run-rate synergies.

The total cash consideration of approximately €22 billion is secured through a fully committed bridge facility provided by Morgan Stanley (MS ) and Société Générale. Schneider Electric expects to fund the consideration through an equity issuance of approximately €5 to 6 billion and new debt issuance of approximately €16 to 17 billion. The equity issuance is expected to take the form of an Accelerated Bookbuild Offering using the existing financial authorization given by the AGM to the Board, while the new debt issuance is expected to be conducted across several currencies.

Schneider Electric also confirmed capital-allocation commitments set out at its 2025 Capital Markets Day. It expects to retain Category A credit ratings, which remains subject to formal confirmation by the ratings agencies, and to continue a dividend policy it said has produced a progressive dividend for the last 16 years. It intends to complete its €1.0 to €1.5 billion revenue disposal program by 2030, and it remains committed to its €2.5 to €3.5 billion share buyback program through 2030, with €600 million of buybacks expected in 2026 under its previously announced systematic program, an anticipated pause in 2027 and 2028, acceleration thereafter, and completion of the program by the end of 2030 within the previously announced envelope.

Approvals, Advisors and Timeline

The transaction has been unanimously approved by the Boards of Directors of both companies, and the PTC Board of Directors resolved to recommend that the company’s shareholders approve the Merger Agreement. Closing is anticipated by the third quarter of 2027, subject to customary closing conditions, including approval by PTC shareholders holding at least a majority of outstanding PTC shares at a special shareholder meeting and receipt of required regulatory approvals. PTC intends to file relevant materials with the U.S. Securities and Exchange Commission in connection with the proposed transaction, including preliminary and definitive proxy statements on Schedule 14A.

Morgan Stanley & Co. International Plc is serving as lead financial advisor to Schneider Electric, with Goldman Sachs (GS ) Bank Europe SE also serving as financial advisor and Debevoise & Plimpton LLP serving as legal counsel. Evercore is serving as financial advisor to PTC, with Paul, Weiss, Rifkind, Wharton & Garrison LLP serving as legal counsel.

Schneider Electric said it would host a call for investors and financial analysts at 8:00 a.m. Central European Time on October 5, 2026, with presentation materials to be made available ahead of the call on its website. As a result of the transaction, the company said it will bring forward the release of its third-quarter 2026 revenues to October 16, 2026.