Schneider Electric, an energy technology and industrial automation group, has agreed to acquire PTC in an all-cash transaction that values the Nasdaq-listed software company’s equity at approximately $22.6bn.
Under the terms of the definitive agreement, PTC shareholders will receive $205 per share in cash. The offer price represents a 42.3% premium to PTC’s most recent closing price and a 46.1% premium to the volume-weighted average share price over the preceding 30 trading days.
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The deal carries an implied enterprise value of $23.7bn, equivalent to 21 times estimated 2027 adjusted EBITA, or 13 times on the same basis when full run-rate synergies are included.
PTC is headquartered in Boston and employs more than 7,000 people, serving upwards of 30,000 customers globally. Its software portfolio spans complex industrial product design, engineering and data management, including computer-aided design, product lifecycle management and service lifecycle management.
The company posted revenue of €2.4bn and an adjusted EBITA margin of roughly 40% in calendar year 2025, with both revenue and annual recurring revenue forecast to grow at approximately 10% per year through 2029.
Schneider Electric CEO Olivier Blum said: “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.”
Schneider Electric forecasts €250m in annual run-rate cost synergies by the third year after completion and approximately €800m in revenue synergies. These are expected to be generated through joint go-to-market initiatives, broader geographic reach and the development of combined digital solutions.
The company expects the deal to be immediately low single-digit accretive to adjusted earnings per share, before purchase price allocation effects, in the first full year of consolidation. This is forecast to rise to mid-to-high single-digit accretion once full run-rate synergies are realised.
On a proforma basis, the acquisition would lift software and services revenues to an estimated 24% of Schneider Electric’s group total, bringing together more than 15,000 software employees and over 50,000 software customers. The deal also builds on Schneider Electric’s existing AVEVA business and its proposed takeover of data contextualisation specialist Cognite.
PTC president and CEO Neil Barua said: “This all-cash transaction is the culmination of the PTC Board’s commitment to maximise 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.”
Both boards have unanimously approved the transaction. The total cash consideration of approximately €22bn is backed by a fully committed bridge facility from Morgan Stanley and Société Générale.
Schneider Electric plans to fund the deal through an equity issuance of roughly €5–6bn and new debt of approximately €16–17bn.
Completion is anticipated by the third quarter of 2027, subject to approval by holders of at least a majority of outstanding PTC shares and receipt of required regulatory clearances.
