Watch for the shareholder vote and regulatory clearance timeline, particularly CFIUS approval given Schneider Electric's French parent. The $700 million termination fee provides downside protection for Schneider if a superior offer emerges. Monitor for any competing bids during the go-shop period.
Price Chart
Executive Summary
PTC Inc. has entered into a definitive agreement to be acquired by Schneider Electric SE in an all-cash transaction valued at $205 per share, representing a total equity value of approximately $22.6 billion. The deal implies a 42.3% premium to PTC's last closing price and is expected to close by Q3 2027, subject to shareholder and regulatory approvals. This transformative acquisition will combine PTC's industrial software capabilities with Schneider Electric's energy technology platform.
Key Financial Metrics
Key Facts
- All-cash acquisition at $205 per share, valuing PTC equity at approximately $22.6 billion
- Implied enterprise value of $23.7 billion
- 42.3% premium to last closing price and 46.1% premium to 30-day VWAP
- Termination fee of $700 million payable by PTC under certain conditions
- Expected to close by Q3 2027, subject to shareholder vote and regulatory approvals including CFIUS and HSR
- Schneider Electric expects €250 million annual run-rate cost synergies by Year 3 and approximately €800 million in revenue synergies
- PTC generated $2.4 billion revenue and ~40% Adj. EBITA margin in CY25
- Financing secured via fully committed bridge facility of $25 billion from Morgan Stanley and Société Générale
- PTC Board unanimously approved and recommends the merger to shareholders
Financial Impact
PTC shareholders to receive $205 per share in cash, totaling approximately $22.6 billion equity value. The deal represents a 42.3% premium to the last closing price.
Risk Factors
- Regulatory approval risk, particularly CFIUS review given foreign acquirer
- Shareholder vote may not pass if a superior offer emerges
- Integration risks combining two large software platforms
- Potential for litigation challenging the deal
- Financing execution risk despite committed bridge facility
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-413124 |
| Document: d174191dex991.htm | 0001193125-26-413124 |
| Document: d174191d8k.htm | 0001193125-26-413124 |
| Document: 0001193125-26-413124-index-headers.html | 0001193125-26-413124 |
| Document: 0001193125-26-413124-index.html | 0001193125-26-413124 |
| Document: 0001193125-26-413124.txt | 0001193125-26-413124 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 27, 2026 today | Institutional Cluster | $194.00 | awaiting T+5 | — | $194.62 (+0.32%) |
Oct 19, 2026 8d ago | Press Release | $193.06 $194.25 | ▲ +0.62% | ▲ +0.76% | $194.62 (+0.81%) |
Oct 5, 2026 22d ago | DEFA14A | $193.00 $193.96 | ▲ +0.50% | ▲ +0.64% | $194.62 (+0.84%) |
Oct 5, 2026 22d ago | DEFA14A | $192.26 $194.39 | ▲ +1.11% | ▲ +0.69% | $194.62 (+1.23%) |
Oct 5, 2026 22d ago | 8-K | $192.26 $194.39 | ▲ +1.11% | ▲ +0.69% | $194.62 (+1.23%) |
Sep 24, 2026 4w ago | Court Ruling | $138.12 $144.03 | ▲ +4.28% | ▲ +4.50% | $194.62 (+40.91%) |
Sep 11, 2026 6w ago | Court Ruling | $136.65 $135.28 | ▼ −1.00% | ▼ −2.66% | $194.62 (+42.42%) |
Jun 11, 2026 19w ago | Institutional Cluster | $118.39 $116.94 | ▼ −1.22% | ▼ −1.66% | $194.62 (+64.39%) |
May 6, 2026 24w ago | 8-K | $147.01 $140.81 | ▼ −4.22% | ▼ −5.72% | $194.62 (+32.39%) |
Feb 9, 2026 37w ago | Court Ruling | $162.72 $155.50 | ▲ +4.44% | ▲ +3.59% | $194.62 (−19.60%) |
US Market Status
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