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

PTC is selling itself to Schneider Electric. The industrial software maker said Monday it agreed to be acquired by the French energy technology group for $205 per share in cash, a deal that values PTC's equity at about $22.6 billion.

The price represents a 42.3% premium to PTC's last closing price before the announcement and a 46.1% premium to its 30-trading-day volume-weighted average price, according to a joint press release filed with an 8-K. The companies put the implied enterprise value at $23.7 billion.

PTC signed the merger agreement on Oct. 4. Once the deal closes, PTC will become a wholly owned Schneider Electric subsidiary and its stock will be delisted from Nasdaq, the filing says.

Schneider pitched the combination as a way to build an industrial software and AI franchise covering the lifecycle "from design and build to operate and maintain." It expects about €250 million of annual run-rate cost synergies by year three and roughly €800 million of revenue synergies.

"This all-cash transaction is the culmination of the PTC Board's commitment to maximize shareholder value," PTC Chief Executive Neil Barua said in the release.

Both boards approved the deal unanimously, and PTC's board recommends that shareholders vote for it. Closing is expected by the third quarter of 2027 and requires approval from holders of a majority of PTC's outstanding shares plus regulatory sign-offs.

Schneider has lined up a $25 billion bridge term loan commitment from Morgan Stanley Europe and Société Générale to help fund the purchase. If PTC walks away for a superior offer, or Schneider terminates after PTC's board changes its recommendation, PTC would owe Schneider a $700 million termination fee.

By the numbers

• Cash price: $205 per PTC share
• Equity value: about $22.6 billion; enterprise value $23.7 billion
• Premium: 42.3% to last close; 46.1% to 30-day VWAP
• Expected cost synergies: about €250 million a year by year three
• Bridge financing: $25 billion
• PTC termination fee: $700 million

Sources

1. PTC Inc. Form 8-K (Item 1.01), filed Oct. 5, 2026, accession 0001193125-26-413124
2. Schneider Electric and PTC joint press release, Exhibit 99.1, dated Oct. 5, 2026

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