RUEIL-MALMAISON, France and BOSTON, MA, USA, Oct 5, 2026 — Schneider Electric, a global energy technology leader, and PTC Inc. (“PTC”) (NASDAQ: PTC), a leader in complex industrial product design, engineering and data management, today announced that they have signed a definitive agreement under which Schneider Electric will acquire PTC (“the transaction”).
Key Highlights
- All-cash acquisition at $205 per share for 100% of the share capital of PTC, valuing PTC’s equity at approximately $22.6 billion (€20.1 billion)
- Implied Enterprise Value of $23.7 billion (€21.1 billion), representing a multiple of 21x EV/ Adj. EBITA 2027E and 13x EV/ Adj. EBITA 2027E including full run-rate synergies
- Represents a 42.3% premium to the last closing price and a 46.1% premium to the previous 30trading days volume-weighted average share price prior to announcement
- Creates a leading, scaled, open and interoperable industrial software and AI franchise, driving business outcomes for customers from any system of design, control, data and intelligence
- Bridges the physical and digital worlds across the lifecycle, from design and build to operate and maintain
- Establishes a unified digital thread fuelled with a contextualized AI Data Foundation across products & machines and processes & energy systems, accelerating Energy & Industrial Intelligence
- Adds strong growth, high-quality recurring revenues supporting Digital Flywheel ambition, attractive margins and robust cash generation, driving compelling shareholder value creation
- €250 million of highly executable annual run-rate cost synergies expected to be achieved by Year 3 and approximately €800 million of expected revenue synergies
- Fully aligned with the capital allocation framework set out at the 2025 Capital Markets Day.
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. 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 and the PTC teams have established an outstanding track record of growth, innovation and customer success. At Schneider Electric, we have built a strong leadership position in industrial software with AVEVA under the leadership of Caspar Herzberg. Together, with Cognite’s unique AI capabilities, we will accelerate innovation, unlock new opportunities and create long-term value for our customers, employees and shareholders as we shape the future of Energy and Industrial Intelligence.”
Neil Barua, President and CEO of PTC, said, “PTC provides the software the world’s leading manufacturers and product companies rely on to design, build, and maintain great products and unlock more value from their product data in an increasingly AIdriven world. 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. This all-cash transaction is the culmination of the PTC Board’s commitment to maximize shareholder value. It delivers certain and compelling value to our shareholders and reflects the strength of PTC’s business, our strategy, and our outstanding team. I am deeply grateful to our talented and dedicated employees around the world for everything they have done to make PTC what it is today. We look forward to building on this strong foundation and beginning an exciting new chapter with Schneider Electric.”
A new Tech era of Intelligence The world is entering a new era of Energy and Industrial Intelligence, driven by the convergence of the New Energy Landscape and the acceleration of Digitalization & AI, fundamentally reshaping customer needs. As industrial AI moves beyond digital applications and is increasingly embedded in physical products and machines, processes and energy systems, new customer opportunities are created across the lifecycle. By bridging the physical and digital worlds, from design and build to operate and maintain, trusted and contextualized industrial data can increasingly be transformed into actionable intelligence and AI-driven outcomes. This delivers greater value for customers across any system of design, control, data and intelligence.
PTC: a high-quality industrial software & intelligence platform bringing product design and engineering expertise
PTC is a global leader in complex industrial product design, engineering and data management, serving more than 30,000 customers globally. Its leading computer-aided design (CAD), product lifecycle management (PLM), application lifecycle management (ALM) and service lifecycle management (SLM) capabilities help customers design complex physical products and manage their product and engineering data throughout the entire lifecycle, from initial definition and design through to service and optimization. It generated €2.4 billion revenue and ~40% Adj. EBITA margin in CY25, with revenue and ARR expected to grow by ~10% annually through 2029.2 With particular strengths in discrete and hybrid manufacturing, PTC is a high-quality industrial software and intelligence platform with strong growth, margins and cash generation.
PTC complements the unique portfolio Schneider Electric has built step by step
PTC complements Schneider Electric’s industrial AI data foundation, which will be further enhanced following its proposed acquisition of Cognite3, by adding the critical product and engineering data fabric to its existing foundation of process and energy data. By connecting engineering intent with real-world operational context, the combination strengthens Schneider Electric’s Energy & Industrial Intelligence capabilities and provides the trusted context which AI agents need in order to deliver productivity, resiliency, efficiency and sustainability for customers.
The transaction extends Schneider Electric’s proven asset lifecycle platform upstream into product design and engineering, creating an end-to-end industrial software and intelligence platform that helps customers drive continuous improvement. Schneider Electric’s global reach, market access and deep Energy and Industry expertise will broaden PTC’s customer base, expand end-market exposure and unlock significant bi-directional cross-selling opportunities.
Strong strategic rationale
- Creating a leading, scaled, open and interoperable industrial software and AI franchise, driving business outcomes for customers from any system of design, control, data and intelligence: The transaction with PTC creates one of the largest and most differentiated industrial software portfolios, scaling Software & Services revenues to an estimated 24% of Group revenues on a proforma basis4, with 15,000+ software employees and addressing 50,000+ software customers. Beyond scale, the transaction closes a portfolio gap in product lifecycle and industrial software while preserving an open-by-design approach across vendors and hardware.
- Bridging the physical and digital worlds across the lifecycle, from design and build to operate and maintain: The combination allows Schneider Electric to incorporate upstream resources into its model, bridging the physical and digital worlds, from design and build to operate and maintain. The combination will position Schneider Electric to help customers design faster, build right the first time, operate more efficiently and continuously improve the next generation of products and systems.
- Establishing a unified digital thread fuelled with a contextualized AI Data Foundation across products & machines and processes & energy systems, accelerating Energy & Industrial Intelligence: PTC brings the products and machines system of design through its CAD solutions and enriches the data fabric with its PLM, ALM and SLM capabilities. PTC adds the intelligence on how products are designed and built to Schneider Electric’s operational and energy intelligence expertise, creating a trusted, contextualized and unified AI-ready data foundation spanning products and machines, processes and energy systems.
- Broadening end-market exposure, accelerating digital leadership in Energy and Industry and unlocking substantial bi-directional cross-sell opportunities: The combination will expand Schneider Electric’s total addressable market in industrial software by ~3x, including in discrete and hybrid manufacturing, while avoiding meaningful concentration across verticals and sectors. Schneider Electric’s scale, global footprint, channel relationships and energy expertise will provide PTC with broader access to end-markets.
- Augmenting key financial metrics: Adding a strong growth profile, high-quality recurring revenues supporting Digital Flywheel ambition, attractive margins and robust cash generation, driving compelling shareholder value creation.
Transaction terms, financing and next steps
Transaction terms
Subject to completion of the closing conditions, PTC shareholders will receive $205 per share in cash, representing a 42.3% premium to PTC’s last closing price and a 46.1% premium to the previous 30-trading days volume-weighted average share price prior to announcement. The transaction values 100% of PTC equity at approximately $22.6 billion, which implies a $23.7 billion enterprise value.
Compelling value creation
Schneider Electric estimates the transaction would be accretive to Schneider Electric’s financial profile across key metrics, including revenue growth, recurring revenue mix, gross margin, Adjusted EBITA margin and free cash flow conversion.
Schneider Electric is focused on delivering disciplined shareholder value creation and expects to achieve €250 million of highly executable cost synergies by Year 3 and approximately €800 million of revenue synergies. This will be driven by cross-selling across complementary customer footprints, extending channels and end-market access, broadening geographic reach and leveraging AI-enabled joint development of digital thread solutions.
Schneider Electric expects the transaction to be immediately low single-digit accretive to Adj. EPS (before PPA5) in the first year of full consolidation and mid-to high-single-digit accretive to Adj. EPS (before PPA) including full run-rate synergies. Transaction ROCE is expected to exceed WACC by Year 5 post-closing including full run-rate synergies.
Financing The total cash consideration of approximately €22 billion is secured through a fully committed bridge facility provided by Morgan Stanley and Société Générale. Total consideration is expected to be funded via a combination of an equity issuance of approximately €5 to 6 billion and new debt issuance of approximately €16 to 17 billion. The equity issuance is expected to take the form of an Accelerated Bookbuild Offering (ABO) using the existing financial authorization given by the AGM to the Board, while the new debt issuance is expected to be conducted across several currencies.
Confirmation of commitments taken on capital allocation at its 2025 Capital Markets Day:
- Credit ratings: Schneider Electric expects to retain Category A credit ratings. This remains subject to formal confirmation by the ratings agencies.
- Progressive dividends: Schneider Electric expects to continue its policy which has resulted in a progressive dividend for the last 16 years.
- Active portfolio management: Schneider Electric intends to continue its €1.0-€1.5 billion revenue disposal program, to be completed by 2030, and will remain agile in acquisitions that accelerate its strategy, while leveraging partnerships and alliances to drive value creation.
- Share buyback: Schneider Electric remains committed to its share buyback program of €2.5-€3.5 billion through 2030. The Group expects to complete €600 million of share buyback in 2026 in accordance with its systematic program previously announced, with the expectation for a pause in 2027 and 2028 with acceleration thereafter, before completion of the program by the end of 2030 within the envelope previously announced.
Closing and next steps
The transaction has been unanimously approved by the Boards of Directors of both companies. Closing of the transaction is anticipated by Q3 2027, subject to customary closing conditions, including approval by PTC’s shareholders holding at least a majority of outstanding PTC shares at a special shareholder meeting and receipt of required regulatory approvals. The PTC Board of Directors resolved to recommend that the Company’s shareholders approve the Merger Agreement.
Schneider Electric Third Quarter revenues
As a result of the transaction, Schneider Electric will bring forward the release of its Third Quarter 2026 revenues to October 16, 2026.
Investor call and further information
Schneider Electric will host a call for investors and financial analysts at 8:00 a.m. Central European Time on October 5, 2026. Participants are advised to join at least 10-15 minutes prior to the commencement of the call to register. Presentation materials will be available ahead of the call on the Schneider Electric website. Please connect to the call via the following link: https://edge.media-server.com/mmc/p/wnakhtk8.
Advisors
Morgan Stanley & Co. International Plc is serving as lead financial advisor to Schneider Electric. Goldman Sachs Bank Europe SE is also serving as financial advisor, with Debevoise & Plimpton LLP serving as legal counsel. Evercore is serving as financial advisor to PTC, with Paul, Weiss, Rifkind, Wharton & Garrison LLP serving as legal counsel.
About Schneider Electric
Schneider Electric is a global energy technology leader, driving efficiency and sustainability by electrifying, automating, and digitalizing industries, businesses, and homes. Its technologies enable buildings, data centers, factories, infrastructure, and grids to operate as open, interconnected ecosystems, enhancing performance, resilience, and sustainability. The portfolio includes intelligent devices, software-defined architectures, AI-powered systems, digital services, and expert advisory. With 160,000 employees and 1 million partners in over 100 countries, Schneider Electric is consistently ranked among the world’s most sustainable companies. For more information, visit www.se.com.
About PTC
PTC (NASDAQ: PTC) is a global software company that enables manufacturers and product companies to digitally transform how they design, manufacture, and service the physical products that the world relies on. Headquartered in Boston, Massachusetts, PTC employs over 7,000 people and supports more than 30,000 customers globally. For more information, visit www.ptc.com.
