Schneider Electric to Buy PTC in $22.6 Billion Cash Deal
The energy-technology group will pay $205 a share to fold industrial CAD and lifecycle software into its Energy and Industrial Intelligence stack.
Schneider Electric agreed to acquire PTC Inc. (PTC) in an all-cash transaction valuing the industrial software company’s equity at approximately $22.6 billion, or €20.1 billion, at $205 a share.
The price represented a 42.3% premium to PTC’s last closing price and a 46.1% premium to the previous 30-trading-day volume-weighted average share price before the announcement. Implied enterprise value was $23.7 billion, or €21.1 billion, equal to 21 times 2027 estimated adjusted EBITA and 13 times that measure including full run-rate synergies.
Closing is anticipated by the third quarter of 2027, subject to customary conditions, including approval by holders of at least a majority of PTC shares at a special meeting and required regulatory approvals.
Schneider Electric, a global energy technology leader, said the deal would create a scaled, open and interoperable industrial software and AI franchise that bridges the physical and digital worlds across the product lifecycle and establishes a unified digital thread on a contextualized AI data foundation.
PTC, a leader in complex industrial product design, engineering and data management, serves more than 30,000 customers with CAD, product lifecycle management, application lifecycle management and service lifecycle management tools. It generated €2.4 billion of revenue and about a 40% adjusted EBITA margin in calendar 2025, with revenue and annual recurring revenue expected to grow about 10% a year through 2029.
The combination is intended to add product and engineering data to Schneider Electric’s process and energy data foundation, which will be further enhanced after its proposed acquisition of Cognite. On a pro forma basis including Schneider Electric, Cognite and PTC, software and services revenue is estimated at 24% of group revenue, with more than 15,000 software employees and more than 50,000 software customers. The deal would expand its industrial software addressable market by about three times, including in discrete and hybrid manufacturing.
Olivier Blum, chief executive of Schneider Electric, 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. By connecting and contextualizing data across the lifecycle of products and assets, we will create a unique digital thread for the next generation of Industrial AI, helping customers to optimize their systems with greater intelligence from design and build to operate and maintain.”
Neil Barua, president and CEO of PTC, said joining Schneider Electric would give the company scale and resources to accelerate innovation, advance its Intelligent Product Lifecycle vision and expand into more geographies and end markets, and that the all-cash deal was the culmination of the PTC board’s commitment to maximize shareholder value.
Schneider Electric expects €250 million of annual run-rate cost synergies by year three and about €800 million of revenue synergies, driven by cross-selling, channel extension, geographic reach and AI-enabled joint development of digital-thread solutions. The transaction would be immediately low-single-digit accretive to adjusted EPS before purchase accounting in the first year of full consolidation and mid- to high-single-digit accretive including full run-rate synergies, with transaction return on capital employed expected to exceed the weighted average cost of capital by year five after closing.
The roughly €22 billion cash consideration is secured through a fully committed bridge from Morgan Stanley and Société Générale. Total consideration is expected to be funded with an equity issuance of about €5 billion to €6 billion, including an accelerated bookbuild under existing authorization, and new debt of about €16 billion to €17 billion across several currencies. Schneider Electric expects to retain Category A credit ratings, continue its progressive dividend, complete a €1.0 billion to €1.5 billion revenue disposal program by 2030, and finish a €2.5 billion to €3.5 billion share buyback through 2030, with €600 million of buybacks expected in 2026 and a pause in 2027 and 2028.