Schneider to Buy PTC for $22.6B Cash: $205 a Share

Schneider Electric and PTC announced on 5 October 2026 that they have signed a definitive agreement under which Schneider will acquire PTC for $205 per share in cash. The release values PTC’s equity at approximately $22.6 billion and its enterprise value at $23.7 billion. The release says closing is anticipated by Q3 2027, subject to a PTC shareholder vote and regulatory approvals. This publication read Schneider’s release as distributed by FinanzWire and Reuters’ report via CNA, did not find PTC’s own release or an SEC filing, and verified nothing independently.

What the Companies Announced

The release says Schneider will acquire 100% of PTC’s share capital for $205 per share in cash, valuing the equity at approximately $22.6 billion (€20.1 billion) and implying an enterprise value of $23.7 billion (€21.1 billion). It says the price is 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.

The release states the enterprise value as a multiple of 21x Adj. EBITA 2027E, and 13x including full run-rate synergies. Reuters, via CNA, calls it Schneider’s biggest deal ever. The release says the boards of both companies unanimously approved the agreement, and that the PTC board resolved to recommend that shareholders approve the merger agreement.

How the Release Describes PTC

The release describes PTC as a global leader in complex industrial product design, engineering and data management, serving more than 30,000 customers. It lists computer-aided design, product lifecycle management, application lifecycle management and service lifecycle management capabilities.

It says PTC generated €2.4 billion of revenue and an Adj. EBITA margin of about 40% in calendar 2025, with revenue and ARR expected to grow by about 10% annually through 2029. A footnote says the 2025 figures exclude ThingWorx and Kepware revenue and that the growth rate is broker consensus for calendar 2026 to 2029. The footnote also gives the EUR/USD rate used, 1.1255 as of 2 October 2026.

Financing and Conditions

The release says the total cash consideration of approximately €22 billion is secured through a fully committed bridge facility from Morgan Stanley and Société Générale. It says the consideration is expected to be funded by an equity issuance of approximately €5 to 6 billion, through an Accelerated Bookbuild Offering under an existing shareholder authorisation, and new debt issuance of approximately €16 to 17 billion across several currencies.

The release says closing is anticipated by Q3 2027, subject to customary closing conditions, including approval by PTC shareholders holding at least a majority of outstanding shares at a special meeting and receipt of required regulatory approvals. The release says Schneider will bring forward its third-quarter revenue release to 16 October 2026 as a result of the transaction.

Schneider’s Stated Targets

Schneider says it expects €250 million of annual run-rate cost synergies by Year 3 and approximately €800 million of revenue synergies, driven by cross-selling, broader channels and geographic reach, and AI-enabled joint development of digital thread solutions. It says it expects the transaction to be immediately low single-digit accretive to Adj. EPS before purchase price accounting in the first year of full consolidation, and mid- to high-single-digit accretive including full run-rate synergies.

It also says transaction ROCE is expected to exceed WACC by Year 5 after closing, including full run-rate synergies. These are Schneider’s estimates and expectations as stated in its release.

The Software and AI Framing

The release says the combination creates a scaled industrial software and AI franchise, with Software & Services at an estimated 24% of group revenue on a pro forma basis, more than 15,000 software employees and more than 50,000 software customers. The 24% figure includes Cognite, whose proposed acquisition the release says remains subject to closing conditions and regulatory approvals.

Olivier Blum, Schneider’s chief executive, says the companies will create “a unique digital thread for the next generation of Industrial AI.” Reuters adds that Schneider supplies cooling units, server racks and power distribution equipment to data centres.

Capital-Allocation Commitments

The release confirms commitments from Schneider’s 2025 Capital Markets Day. It says Schneider expects to retain Category A credit ratings, subject to formal confirmation by the ratings agencies, and to continue its progressive dividend policy of the last 16 years. It says Schneider intends to continue its €1.0 to €1.5 billion revenue disposal programme, to be completed by 2030.

It says Schneider remains committed to a €2.5 to €3.5 billion share buyback through 2030, expects to complete €600 million in 2026, and expects a pause in 2027 and 2028 with acceleration afterwards.

The Structural Read

The release separates what is fixed from what is expected. The price is stated outright: $205 per share in cash, with equity of approximately $22.6 billion. The bridge facility is described as secured, and the equity and debt that would fund the consideration are described as expected: approximately €5 to 6 billion of equity and €16 to 17 billion of new debt. The synergy, accretion and ROCE figures are Schneider’s own estimates and expectations.

The software framing carries its own conditions. The 24% of group revenue that the release gives for Software & Services is pro forma and includes Cognite, whose proposed acquisition the release says remains subject to closing conditions and regulatory approvals. A footnote says PTC’s 2025 figures exclude ThingWorx and Kepware revenue.

Two statements come from outside the release. Reuters, via CNA, calls the deal Schneider’s biggest ever and says Schneider supplies cooling units, server racks and power distribution equipment to data centres. The release itself frames the deal in terms of a “digital thread” and “Industrial AI.”

Three Implications

A FIXED PRICE, A FLEXIBLE PLAN The release gives one fixed term, $205 per share in cash. Everything around it is expressed as expected or anticipated: the funding mix, the closing timing, the synergies and the EPS accretion.

THE FUNDING SPLIT The release says the roughly €22 billion of cash consideration is secured by a fully committed bridge facility and is expected to be funded by about €5 to 6 billion of new equity and about €16 to 17 billion of new debt. On those stated ranges, debt is the larger part of the planned funding.

WHAT REMAINS UNKNOWN Still ahead, per the release: the PTC shareholder vote, the regulatory approvals, the equity and debt issuance and the Cognite closing. This publication found no PTC release or SEC filing for the deal and checked none of the figures against filings.

What Is Not Established

This publication found no PTC release or SEC filing for the deal on 5 October, so the PTC side of the announcement rests on the joint text in Schneider’s release. Closing, the shareholder vote, the regulatory approvals, the equity and debt issuance and every synergy and accretion figure are conditional or expectations in the release.

The release is the companies’ own account, and this publication did not seek a response from either company or check any of its figures against filings.

The Bottom Line

Schneider Electric’s release says Schneider will acquire PTC for $205 per share in cash, valuing the equity at approximately $22.6 billion and the enterprise at $23.7 billion. The release says the roughly €22 billion of cash consideration is secured through a fully committed bridge facility and is expected to be funded by about €5 to 6 billion of new equity and €16 to 17 billion of new debt. The release says closing is anticipated by Q3 2027, subject to a PTC shareholder vote and regulatory approvals. This publication verified none of it independently.