Schneider Electric has entered into a definitive agreement to acquire PTC in an all-cash transaction valuing the industrial software company’s equity at approximately $22.6 billion, or €20.1 billion.
Under the agreement, Schneider Electric will pay $205 per share for 100% of PTC’s outstanding share capital. The transaction implies an enterprise value of approximately $23.7 billion, or €21.1 billion. Schneider-Electric-to-acquire-P…
The $205-per-share consideration represents a 42.3% premium to PTC’s last closing price before the announcement and a 46.1% premium to its volume-weighted average share price over the preceding 30 trading days. Schneider-Electric-to-acquire-P…
Schneider Electric said the acquisition would create a larger industrial software and artificial intelligence platform spanning product design, engineering, manufacturing, operations, maintenance, energy systems and industrial data.
The transaction is designed to connect PTC’s product and engineering software with Schneider Electric’s existing industrial technology portfolio, including AVEVA and the capabilities expected from Schneider Electric’s proposed acquisition of Cognite, which remains subject to customary closing conditions. Schneider-Electric-to-acquire-P…
PTC serves more than 30,000 customers worldwide and provides software across computer-aided design, product lifecycle management, application lifecycle management and service lifecycle management.
Its software is used by manufacturers and product companies to design physical products and manage engineering and product data from initial design through service and optimization. Schneider-Electric-to-acquire-P…
PTC generated approximately €2.4 billion in revenue during calendar 2025 with an adjusted EBITA margin of roughly 40%.
Revenue and annual recurring revenue are expected to grow by approximately 10% annually through 2029, based on the assumptions cited by Schneider Electric. Schneider-Electric-to-acquire-P…
Schneider Electric sees PTC as filling a gap in its industrial software portfolio by adding product and engineering data to its existing process and energy data capabilities.
The combination is intended to establish a unified digital thread connecting information about how products and machines are designed with data generated as those assets operate in real-world environments. Schneider-Electric-to-acquire-P…
Schneider Electric expects the combined software platform to support customers throughout the full asset lifecycle, from design and construction through operations and maintenance.
The company believes the combination can help customers design products faster, improve initial build quality, operate systems more efficiently and continuously improve future products and industrial systems. Schneider-Electric-to-acquire-P…
The acquisition would also approximately triple Schneider Electric’s total addressable market in industrial software, with additional exposure to discrete and hybrid manufacturing.
On a pro forma basis, Schneider Electric expects Software & Services to account for approximately 24% of Group revenue, including Schneider Electric, PTC and Cognite, assuming the Cognite transaction also closes.
The enlarged software organization would have more than 15,000 employees and address more than 50,000 software customers. Schneider-Electric-to-acquire-P…
Schneider Electric expects to generate €250 million in annual run-rate cost synergies by the third year following the acquisition.
The company also expects approximately €800 million of revenue synergies from cross-selling, broader distribution channels, geographic expansion, greater access to end markets and AI-enabled development of digital-thread products. Schneider-Electric-to-acquire-P…
Schneider Electric expects the transaction to be immediately accretive to adjusted earnings per share, excluding purchase price accounting effects, by a low-single-digit percentage in the first full year of consolidation.
Including full run-rate synergies, the transaction is expected to become mid- to high-single-digit accretive to adjusted EPS.
Schneider Electric also expects the transaction’s return on capital employed to exceed its weighted average cost of capital by the fifth year following closing. Schneider-Electric-to-acquire-P…
The approximately €22 billion of cash consideration is supported by a fully committed bridge financing facility provided by Morgan Stanley and Société Générale.
Schneider Electric expects to ultimately finance the transaction through approximately €5 billion to €6 billion of new equity and approximately €16 billion to €17 billion of new debt.
The equity component is expected to be raised through an accelerated bookbuild offering, while the debt financing is expected to be issued across several currencies. Schneider-Electric-to-acquire-P…
Despite the transaction, Schneider Electric expects to maintain Category A credit ratings, subject to confirmation by the ratings agencies.
The company also plans to maintain its progressive dividend policy, continue its €1 billion to €1.5 billion revenue disposal program through 2030 and retain its previously announced €2.5 billion to €3.5 billion share repurchase program through 2030.
Schneider Electric expects to complete €600 million of repurchases during 2026 before pausing repurchases during 2027 and 2028 and accelerating the program afterward. Schneider-Electric-to-acquire-P…
The boards of Schneider Electric and PTC unanimously approved the transaction.
Closing is anticipated by the third quarter of 2027, subject to customary conditions, including approval by holders of at least a majority of PTC’s outstanding shares and required regulatory approvals.
PTC’s board is recommending that shareholders approve the merger agreement. Schneider-Electric-to-acquire-P…
Morgan Stanley is serving as lead financial adviser to Schneider Electric, with Goldman Sachs also serving as financial adviser and Debevoise & Plimpton providing legal counsel.
Evercore is serving as financial adviser to PTC, while Paul, Weiss, Rifkind, Wharton & Garrison is serving as legal counsel. Schneider-Electric-to-acquire-P…
KEY QUOTES:
“The acquisition of PTC represents an important step forward in our ambition to lead the new era of Energy and Industrial Intelligence. Together, we are creating the industry’s most complete Software & AI powerhouse and highest-quality portfolio bridging the physical and digital worlds. By connecting and contextualizing data across the lifecycle of products and assets, we will create a unique digital thread for the next generation of Industrial AI, helping customers to optimize their systems with greater intelligence from design and build to operate and maintain. Neil Barua and the PTC teams have established an outstanding track record of growth, innovation and customer success. At Schneider Electric, we have built a strong leadership position in industrial software with AVEVA under the leadership of Caspar Herzberg. Together, with Cognite’s unique AI capabilities, we will accelerate innovation, unlock new opportunities and create long-term value for our customers, employees and shareholders as we shape the future of Energy and Industrial Intelligence.”
Olivier Blum, Chief Executive Officer of Schneider Electric Schneider-Electric-to-acquire-P…
“PTC provides the software the world’s leading manufacturers and product companies rely on to design, build, and maintain great products and unlock more value from their product data in an increasingly AI-driven world. Joining Schneider Electric is an incredible opportunity to elevate the scope and impact of what we deliver for our customers globally. We gain substantial scale and resources to accelerate innovation, advance our Intelligent Product Lifecycle vision, and expand our business into more geographies and end markets to serve more customers. 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 and reflects the strength of PTC’s business, our strategy, and our outstanding team. I am deeply grateful to our talented and dedicated employees around the world for everything they have done to make PTC what it is today. We look forward to building on this strong foundation and beginning an exciting new chapter with Schneider Electric.”
Neil Barua, President and CEO of PTC Schneider-Electric-to-acquire-P…
