Schneider Offers $205 a Share to Acquire PTC in $23.7 Billion Deal
Key Facts
Schneider Electric has not acquired a software unit from PTC; instead, the two companies signed a proposed definitive agreement on October 5, 2026, under which Schneider would acquire all of PTC’s share capital for cash. Under the offer, PTC shareholders would receive $205 for each share, in a deal valuing its equity at about $22.6 billion and its enterprise value at $23.7 billion. Completion is subject to approval by PTC shareholders and regulators, so the price and cash consideration remain part of a pending deal. The companies said their boards unanimously approved the agreement. Schneider is seeking to bring a full industrial software company into the group, rather than acquire a standalone unit.
The offer price represents a premium of 42.3% to PTC’s last closing share price before the announcement and 46.1% to its volume-weighted average price over the previous 30 trading days. The cash offer gives PTC shareholders a specified amount per share upon completion, while the two premiums compare the proposed price with two earlier share-price benchmarks. The equity value is about $22.6 billion, while enterprise value rises to $23.7 billion. Schneider plans to finance the cash consideration, estimated at about 22 billion euros, through a share issue worth approximately 5 to 6 billion euros and new debt of about 16 to 17 billion euros. The structure places new equity and debt financing among the deal’s announced financial terms.
The industrial rationale for the deal rests on combining product design software and engineering data management with Schneider’s energy and industrial operations solutions. PTC serves more than 30,000 customers worldwide and offers computer-aided design and product lifecycle management tools, as well as application lifecycle management and service software. Schneider says the acquisition could expand its addressable market in industrial software by about threefold. It also expects software and services to account for 24% of group revenue on a pro forma basis after the deal. The company links that share to a broader software presence in its business, but the percentage is a post-deal estimate, not an operating result already achieved.
PTC’s figures provide context for the scale of the business Schneider is targeting: the company reported revenue of 2.4 billion euros and an adjusted EBITDA margin of about 40% in calendar year 2025. The companies expect revenue and annual recurring revenue to grow by about 10% annually through 2029. For the combined companies, Schneider is targeting annual cost savings of 250 million euros at full run-rate by the third year, along with about 800 million euros in revenue synergies. The savings and synergies remain announced expectations, tied to realizing integration benefits after the deal closes. Schneider says the deal will increase adjusted earnings per share by low single-digit percentages in the first year of full integration, and by mid- to high-single-digit percentages when all synergies are included.
Schneider expects return on invested capital to exceed its cost of capital by the fifth year after closing. The company is targeting completion by the third quarter of 2027, after regulatory conditions are met and approval is obtained from PTC shareholders holding at least a majority of the outstanding shares. Until then, the agreement remains subject to approval processes and is not a completed acquisition. On a nearer-term date, PTC said it would report its fourth-quarter and fiscal 2026 results on November 4. Schneider’s American depositary receipts, listed under the ticker SBGSY, closed at $52.65 on October 22, 2026; that closing price alone does not establish a causal reaction to the deal news.