Schneider Electric agrees to buy PTC for $22.6 billion

Schneider Electric SE agreed to acquire PTC Inc. (PTC) for $205 per share in cash, a regulatory filing showed on Monday.

The all-cash transaction values PTC equity at approximately $22.6 billion, with an implied enterprise value of $23.7 billion. The offer represents a 42.3% premium to the company's last closing price and a 46.1% premium to the previous 30-trading-days volume-weighted average share price.

Olivier Blum, Chief Executive Officer 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."

Neil Barua, President and CEO of PTC, said: "Joining Schneider Electric is an incredible opportunity to elevate the scope and impact of what we deliver for our customers globally. We gain substantial scale and resources to accelerate innovation, advance our Intelligent Product Lifecycle vision, and expand our business into more geographies and end markets to serve more customers."

Under the terms of the merger agreement, PTC common stock will be delisted from the Nasdaq Global Market and deregistered under the Securities Exchange Act of 1934 if the transaction is completed. Vested restricted stock units and those held by non-employee board members will be cashed out at the merger consideration plus accrued dividend equivalents. Unvested restricted stock units and performance stock units will be converted into deferred cash awards subject to existing vesting conditions, with performance conditions deemed achieved at maximum.

The transaction is subject to closing conditions including approval by holders of a majority of outstanding PTC shares, regulatory clearances under antitrust laws, approval by the Committee on Foreign Investment in the United States, and the absence of material adverse effects. The deal is not conditioned on financing.

Schneider Electric secured a $25 billion bridge term loan facility through a debt commitment letter with Morgan Stanley Europe SE and Société Générale. The buyer plans to fund the consideration through a combination of an equity issuance of approximately €5 billion to €6 billion and new debt issuance of approximately €16 billion to €17 billion.

The agreement includes a termination fee of $700 million payable by PTC under specified circumstances, including entering into a superior proposal or a change in board recommendation.

Closing is anticipated by the third quarter of 2027. Both boards of directors unanimously approved the merger agreement.