Schneider Electric signs agreement to acquire PTC for approximately 22 billion euros and plans a pause in share buybacks

205 dollars per share, representing a 42.3% premium over the latest closing price

Schneider Electric and American software publisher PTC, listed on the Nasdaq, announced on October 5, 2026 the signing of a definitive agreement. It provides for the acquisition by the French group of all of PTC's capital. PTC shareholders will receive 205 dollars per share, entirely in cash, subject to the satisfaction of conditions precedent. This price represents a premium of 42.3% over the latest closing price and 46.1% over the volume-weighted average price over the 30 trading sessions preceding the announcement. Expressed in euros, the valuation of PTC's equity reaches approximately 20.1 billion euros. The implicit enterprise value amounts to 23.7 billion dollars, or 21.1 billion euros. It corresponds to a multiple of 21 times adjusted EBITA estimated for 2027, reduced to 13 times when incorporating all expected synergies on an annualized basis. The boards of directors of both companies approved the transaction unanimously. PTC's board recommends its shareholders to vote in favor of the merger agreement. Based in Boston, PTC designs computer-aided design (CAD) software and product lifecycle management, applications and after-sales services. The publisher employs more than 7,000 people and has more than 30,000 customers. For the 2025 calendar year, PTC achieved revenue of 2.4 billion euros, excluding ThingWorx and Kepware, for an adjusted EBITA margin of approximately 40%. For the period through 2029, the broker consensus adopted by Schneider Electric forecasts annual growth of approximately 10% in revenue and annualized recurring revenue. The publisher's business is particularly developed in discrete and hybrid manufacturing industries.

Financing through debt and capital increase, pause in share buybacks

The total cash consideration, approximately 22 billion euros, is secured by a fully committed bridge credit facility provided by Morgan Stanley and Société Générale. Schneider Electric plans to refinance it through a capital increase of approximately 5 to 6 billion euros and through the issuance of new debt, for approximately 16 to 17 billion euros. Debt thus represents the largest part of the planned financing. The capital increase is to take the form of an accelerated bookbuilding. It will rely on the financial authorization already granted to the board of directors by the general meeting. The new debt is to be raised in several currencies. The group presented the transaction as consistent with the capital allocation framework set during its 2025 investor day. It expects to maintain credit ratings in the A category, subject to formal confirmation by rating agencies. It also intends to continue its dividend policy, which has grown over the past 16 years. The share buyback schedule is, however, modified. The envelope of 2.5 to 3.5 billion euros by 2030 is maintained, and the group plans to carry out 600 million euros of buybacks in 2026. The group then plans a pause in 2027 and 2028, followed by an acceleration until completion of the program at the end of 2030. The divestiture program, covering 1.0 to 1.5 billion euros of revenue by 2030, is being continued.

250 million euros in cost synergies targeted, completion expected in 2027

Schneider Electric targets 250 million euros in annual cost synergies on an annualized basis within three years. It also expects approximately 800 million euros in revenue synergies, based on cross-selling, expansion of distribution channels and geographic coverage. The group anticipates a modest accretive effect, in single digits, on its adjusted earnings per share (before effects of purchase price allocation) from the first year of full consolidation. This effect would move to a medium to high level, still in single digits, once synergies are fully realized. The return on capital employed from the transaction should exceed the weighted average cost of capital within five years following completion. From an industrial perspective, PTC brings product design and engineering data, upstream of the software offering built around AVEVA. Including Cognite, whose acquisition remains subject to conditions, notably regulatory ones, software and services would represent approximately 24% of the group's pro forma revenue. The combined entity would bring together more than 15,000 employees and more than 50,000 customers in software, and the group's addressable market in industrial software would be multiplied by approximately three. Olivier Blum, Chief Executive Officer of Schneider Electric, described the transaction as an "important step" in the group's ambition for energy and industrial intelligence. This announcement follows the public tender offer, valuing Shelly Group at 1.2 billion euros, announced on September 24, 2026. Completion is expected by the third quarter of 2027. It remains subject to approval by a majority of outstanding PTC shares at a special meeting and to obtaining regulatory approvals. As a result of the transaction, Schneider Electric will advance to October 16, 2026 the publication of its third quarter 2026 revenue.