Schneider Electric agrees to buy PTC for $205 a share in $22.6 billion cash deal

Schneider Electric agreed on Monday to buy PTC for $205 a share in cash, valuing the Boston software maker's equity at about $22.6 billion (€20.1 billion) in what would be the French group's biggest acquisition, a deal that pushes it upstream into the tools engineers use to design products before they are built.

The price is 42.3% above PTC's closing price of $144.03 on Friday, or $60.97 a share, and 46.1% above the stock's volume-weighted average over the previous 30 trading days. Counting debt, the companies put the enterprise value at $23.7 billion (€21.1 billion). The boards of both companies approved the deal unanimously, and PTC's board will recommend that its shareholders vote for it.

Nothing has changed hands yet. The companies expect to complete the transaction by the third quarter of 2027, once holders of at least a majority of PTC's outstanding shares approve it at a special meeting and the required regulatory approvals arrive. PTC said it will file preliminary and definitive proxy statements with the Securities and Exchange Commission ahead of that vote. As of early Monday, no filing about the deal had appeared on PTC's SEC page. The merger agreement includes circumstances in which PTC would have to pay a termination fee, but the announcement did not say how large that fee is.

The Financial Times reported on Sunday that the two companies were in advanced talks on a deal worth about $20 billion. The equity value announced Monday came in above that.

What Schneider is buying

PTC makes computer-aided design (CAD) and product lifecycle management (PLM) software, including its Creo design platform. Manufacturers use those tools to engineer complex physical products and to manage the engineering data behind them, from first definition through servicing. Boston-based PTC has more than 30,000 customers and more than 7,000 employees. Schneider put PTC's 2025 revenue at €2.4 billion with an adjusted operating margin of about 40%, and said broker forecasts have PTC's revenue and annual recurring revenue growing about 10% a year through 2029.

For Schneider, that fills the front end of its software chain. It already owns Aveva, after an $11 billion takeover of the UK-listed industrial software company in 2023, and its software has centered on running and maintaining industrial assets once they are built. In June it agreed to buy Cognite, an industrial data and AI company, for $3.1 billion; that deal still needs regulatory approval. PTC adds the design stage. The deal "extends Schneider Electric's proven asset lifecycle platform upstream into product design and engineering," the companies said.

Chief Executive Olivier Blum called it "an important step forward in our ambition to lead the new era of Energy and Industrial Intelligence." Including Cognite and PTC, Schneider said software and services would make up about 24% of group revenue on a pro forma basis, with more than 15,000 software employees and more than 50,000 software customers. It also said the deal roughly triples the industrial software market it can address, with more reach into discrete and hybrid manufacturing, where PTC is strongest.

What Schneider is paying, and how

By Schneider's math, the enterprise value works out to 21 times PTC's expected 2027 adjusted operating profit, or 13 times once full planned savings are counted. It is targeting €250 million a year in cost savings by the third year and about €800 million of additional revenue, which it expects to come from cross-selling, wider sales channels and joint product development. It expects the purchase to lift adjusted earnings per share by a low single-digit percentage, before purchase-accounting charges, in the first full year PTC is consolidated, and by a mid- to high-single-digit percentage once those synergies are fully in place.

The total cash bill is about €22 billion. Morgan Stanley and Société Générale have committed a bridge facility to cover it. Schneider plans to fund the purchase with about €5 billion to €6 billion of new shares, sold through an accelerated bookbuild under an authorization its shareholders have already granted, and about €16 billion to €17 billion of new debt in several currencies. It has not said when the share sale will happen.

Shareholders will feel the cost in the buyback. Schneider said it still plans to finish its €2.5 billion to €3.5 billion share buyback program by the end of 2030 and will complete €600 million of repurchases this year as planned. After that it expects to pause buybacks in 2027 and 2028, then speed them up again. The company said it expects to keep its Category A credit ratings, subject to confirmation by the rating agencies, to continue the progressive dividend it has paid for the last 16 years, and to go ahead with selling businesses with €1 billion to €1.5 billion of revenue by 2030.

What PTC holders get

For PTC investors the offer ends a weak stretch. The shares had fallen 15.3% this year through Friday. "This all-cash transaction is the culmination of the PTC Board's commitment to maximize shareholder value," PTC Chief Executive Neil Barua said. "It delivers certain and compelling value to our shareholders."

Regular U.S. trading in PTC had not opened when this story was published. When it does, the distance between the share price and $205 will show how confident investors are that the deal gets through a shareholder vote and regulatory reviews expected to run into 2027.

Schneider's own shares closed Friday at €303 in Paris, up about 29% this year, giving the group a market value of roughly €175 billion. Once known mainly for fuses, circuit breakers and other electrical components, Schneider now also sells cooling units, server racks and power distribution equipment for data centers, which account for about a quarter of its sales. Blum, chief executive for less than two years, told investors last year that Schneider would pursue acquisitions, with a focus on software. Besides Cognite, the company agreed in September to pay $1.4 billion for Shelly Group, a Bulgarian maker of smart home devices. PTC would be by far the largest deal in that run and the biggest in Schneider's history.

The next dates

Schneider scheduled an investor call for 8 a.m. Central European Time on Monday, 2 a.m. in New York. Because of the deal, it moved its third-quarter 2026 revenue report forward to October 16. Morgan Stanley is lead financial adviser to Schneider, with Goldman Sachs also advising and Debevoise & Plimpton as legal counsel. Evercore is advising PTC, with Paul, Weiss, Rifkind, Wharton & Garrison as legal counsel.