Schneider Electric raises approximately 6 billion euros in equity to finance PTC acquisition
Two weeks after announcing its plan to acquire American software publisher PTC, the Rueil-Malmaison-based group has implemented the equity component of its financing, alongside future debt issuances. The operation, reserved for qualified investors, is being conducted without preferential subscription rights for existing shareholders.
An accelerated placement to finance the PTC acquisition
Schneider Electric launched on October 19, 2026 a capital increase aimed at raising approximately 6.0 billion euros through the issuance of new shares. The securities are being placed according to an accelerated bookbuilding procedure, opened immediately upon announcement. The group has reserved the right to close the placement or modify its terms at any time.
The offering is addressed exclusively to qualified investors, within the meaning of European prospectus regulations, as part of a private placement. It includes neither preferential subscription rights nor a priority period. It is based on the authorization voted by the shareholders' general meeting on May 7, 2025 (19th resolution) and on Article L.411-2 1° of the French Monetary and Financial Code.
The net proceeds will be used to finance part of the acquisition of PTC Inc., a specialist in the design of complex industrial products, engineering, and data management. The project was announced on October 5, 2026. The capital increase is part of a broader structure, which combines future debt issuances and potential drawdowns on confirmed bridge credit facilities.
The acquisition itself has not been completed at this stage. Its completion is expected by the third quarter of 2027, subject to obtaining applicable regulatory approvals and the satisfaction of other suspensive conditions. The company refers to its press release of October 5, 2026 for details of the transaction and its financing.
Price set no later than October 20, stake reduced from 1% to 0.96%
The issue price will be set at the end of the bookbuilding process. The final number of new shares and this price must be announced as soon as possible after the close of the placement, and no later than October 20, 2026 before market opening. Settlement and delivery is scheduled for October 22, 2026.
The new shares will carry full dividend rights and will be immediately assimilated to existing shares. They will be traded on the regulated market of Euronext Paris, under the same ISIN code FR0000121972. The transaction does not give rise to a prospectus subject to approval by the French Financial Markets Authority.
The group has provided an illustration of the dilutive effect. A shareholder holding 1% of capital on October 16, 2026, without participating in the transaction, would hold approximately 0.96% of outstanding shares after the issuance. This calculation assumes a subscription price equal to the closing price on October 16, 2026, which is 253.30 € per share, and a capital consisting of 578,605,363 ordinary shares as of September 30, 2026 (including self-held shares).
Schneider Electric has committed not to issue or sell new equity securities or securities giving access to equity for 90 calendar days after settlement and delivery, except for customary exceptions and waiver by the global coordinators. Morgan Stanley, Société Générale and BNP Paribas are leading the transaction as global coordinators and joint bookrunners. Barclays, Citi, Deutsche Bank and Natixis are acting as joint bookrunners.
Launch following a month of stock decline
The press release details risks specific to the transaction. The share price could fall below the subscription price, the volatility and liquidity of the security could vary significantly, and future transactions could result in further dilution. The group also notes that the PTC acquisition may not be completed by the third quarter of 2027, or may not be completed at all, if required approvals are not obtained within the anticipated timeframe.
Refinancing operations could also fail to materialize according to the planned schedule or increase the group's charges. They could further expose it to impairments and amortization related to goodwill and other intangible assets.
The announcement comes after several sessions of stock decline. On October 5, 2026, the share closed in last place in the CAC 40 the day following the announcement of the PTC acquisition, then fell 3.5% on October 15. On October 16, 2026, the group had nevertheless published third-quarter revenue of 11,460 million euros, up 16.9% on an organic basis, and raised its adjusted EBITA guidance.
