Schneider Electric, one of the world's largest suppliers of power and cooling equipment to data centers, announced this morning an agreement to acquire PTC of the US - the company whose software engineers use to design products, manage their versions and maintain them in the field. The price: $205 a share in cash, an equity value of about $22.6 billion.
Schneider shares opened sharply lower in Paris, and during the day traded about 10% below Friday's close.
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The terms
| Schneider Electric - PTC | |
|---|---|
| Price per share | $205, in cash |
| Equity value | about $22.6 billion (€20.1 billion) |
| Enterprise value | $23.7 billion (€21.1 billion) |
| Premium to the 2.10 close ($144.03) | 42.3% |
| Premium to the 30-trading-day volume-weighted average | 46.1% |
| Enterprise value to 2027 adjusted operating profit | 21x, and 13x after full synergies |
| Expected closing | by the third quarter of 2027 |
| Termination fee payable by PTC | $700 million |
Source: the joint Schneider-PTC announcement and PTC's 8-K filing with the US Securities and Exchange Commission, October 5, 2026. Euro conversion at $1.1255 per euro, as stated by Schneider.
The agreement was signed on Sunday, and both boards approved it unanimously. Reports of the talks ran a day ahead of it: the Financial Times and Bloomberg reported on Sunday that a deal was close, at a value of more than $20 billion.
What Schneider is buying
PTC, based in Boston, employs more than 7,000 people and serves more than 30,000 customers. Its software covers everything that happens to an industrial product before it leaves the factory and after: computer-aided design (Creo and Onshape), product lifecycle management (Windchill and Arena), management of the software development inside the product (Codebeamer), and field service and maintenance (ServiceMax).
In fiscal 2025, which ended in September 2025, PTC reported revenue of $2.74 billion, up 19%, and free cash flow of $857 million. Annual recurring revenue (ARR) stood at $2.48 billion. Those figures include two businesses - Kepware and ThingWorx - that PTC has since sold to TPG for $600 million in cash and up to $125 million more.
Schneider presented PTC without those two businesses: revenue of about €2.4 billion in calendar 2025, an adjusted operating margin of about 40%, a gross margin of about 85%, and 96% recurring revenue. Almost half the revenue comes from the Americas, and 36% from Europe.
Nor is this the first time PTC has been in play. In July 2025 Bloomberg reported that Autodesk was weighing a takeover bid; a few days later Autodesk said it was walking away and would focus on smaller acquisitions.
What Schneider wants
Schneider is a company with €40.2 billion of annual revenue (2025) and an adjusted operating margin of 18.7%. It mainly sells equipment - switchgear, uninterruptible power supplies, energy management and cooling - and its data center and networks business accounted for 30% of its orders in 2025. In 2024 it bought 75% of Motivair, a maker of liquid cooling systems for data centers, for $850 million.
But Schneider has also been building a software arm for years. In 2023 it completed the buyout of the remaining shares of Britain's AVEVA, whose software runs plants and infrastructure in operation, and in June it agreed, according to reports, to buy industrial data company Cognite for $3.1 billion.
The logic Schneider presented: AVEVA and Cognite cover the data of the plant while it runs. PTC adds the data of the product before it is even built - the drawing, the versions, the requirements. Together, according to Schneider, this creates a single data thread from design through production to operation, on which industrial AI can run. The company estimates the deal roughly triples the industrial software market it competes in, and that software and services will rise from 19% of its revenue to about 24%.
The financing, and the price for Schneider shareholders
| Financing | |
|---|---|
| Cash consideration | about €22 billion |
| Committed bridge loan | $25 billion - Morgan Stanley and Société Générale |
| Accelerated share sale | €5-6 billion |
| New debt | €16-17 billion, in several currencies |
| Share buyback | complete €600 million in 2026, pause in 2027 and 2028 |
| Credit rating | Schneider expects to keep an A category rating, subject to agency confirmation |
Source: Schneider's announcement and PTC's 8-K filing.
The share sale will be done through an accelerated bookbuild, under an existing shareholder authorization - not a rights issue. In other words, existing shareholders will be diluted without a preemptive right. The buyback pause lasts two years, and Schneider stresses that its buyback program through 2030, of €2.5-3.5 billion, and its progressive dividend policy remain in place.
Against that, Schneider points to cost synergies of €250 million a year by year three, at a similar one-time cost, and revenue synergies of about €800 million, with no date attached. It says the deal will add a low single digit percentage to adjusted earnings per share in the first full year, and mid-to-high single digits with full synergies.
The market reaction was sharp. Schneider shares traded at midday in Paris at €273.80, down 9.6% from Friday's close - an intraday price, not a closing price. According to Reuters, the drop wiped about €15 billion off the market value in the morning, after a 29% gain since the start of the year.
PTC shares rose about 36% before the New York open, to $195.89 - about 4.7% below the offer price. That gap is the price the market charges for time - at least a year until closing - and for the risk that the deal is not completed.
What still has to happen
The deal needs approval from a majority of PTC shareholders, clearance under US antitrust law, approval from CFIUS - the committee that reviews foreign investment in the US - and antitrust and foreign-investment clearances in other countries. The outside date under the agreement is April 4, 2027, with an automatic extension of up to nine months if regulatory approvals are still pending.
The termination fees in the agreement run in one direction: PTC will pay Schneider $700 million if, for example, its board changes its recommendation or accepts a superior offer. The termination fee section contains no payment by Schneider if the deal falls through.
And Schneider has brought forward its third-quarter revenue release to October 16.
הזווית שלי
דעה אישית של אילן אברמוב - לא ייעוץ ולא המלצה
What interests me here is the gap between two stories about the same company.
The market loved Schneider this year because of data centers - equipment, power, cooling, orders. This deal pulls it in another direction: software, data, design. And on the numbers, it costs real money - 21 times operating profit, dilution, debt, and two years without buybacks. A drop of about 10% in a day is how shareholders say they did not buy the stock for this.
On the other hand, there is a logic here that is hard to dismiss. PTC is an almost entirely recurring-revenue business, with margins of about 40%, and if a single data thread really connects the drawing to the running plant, that is an asset that is hard to build from scratch. The question is not whether the idea is good, but how long it will take for the synergies to show up in the reports - and in the meantime, until the third quarter of 2027 at least, the deal still has to get through CFIUS and the antitrust regulators.
(To be clear: this is my personal opinion only. Nothing here is a recommendation to take any action, and there is no forecast here of the deal's outcome or of the price of any security.)
Ilan Abramov, the author, or anyone on his behalf may hold some of the securities or funds mentioned in this article.
