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Schneider Electric signs $22.6 billion deal to acquire PTC

Schneider Electric signs $22.6 billion deal to acquire PTC

Money Moves

French energy giant's biggest-ever deal targets industrial software and AI, funded partly by €12 billion raised in share and bond sales

7 days ago: PTC posts fiscal 2026 results, keeps guidance suspended

Overview

Updated 10 hours ago

Schneider Electric agreed October 5 to buy PTC, the Boston industrial software firm, for $22.6 billion in cash, or $205 a share. It is the largest acquisition in Schneider's history and a bet that software will drive its data center business.

Schneider has now raised €12 billion for the purchase: €6.0 billion from selling 25 million new shares at €240 each on October 20, and €6.0 billion from senior bonds issued October 28. PTC reported fiscal 2026 results on November 4, with annual recurring revenue up 8% excluding divested businesses and 1% as reported, and repeated that it will not give guidance while the merger is pending. The deal still needs a PTC shareholder vote plus U.S. antitrust, CFIUS and European clearances; closing is expected by the third quarter of 2027.

Why it matters

The deal shows industrial hardware giants paying premium prices for software to control the AI data center buildout.

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Key Indicators

12-14%
2026 organic revenue growth target
Raised from 10-13% on October 16, the second raise this year, after record Q3 revenue of €11.46 billion on data centre demand.
€6.0B
Equity raised for PTC deal
Schneider sold 25 million new shares at €240 each on October 20, about 4.32% of its capital, to partly fund the acquisition.
€6.0B
Bonds issued for PTC deal
Senior notes with an average maturity of 8.2 years and an average coupon of about 4.3%, issued October 28 under Schneider's Euro Medium Term Note programme.
8%
PTC ARR growth, excluding divestitures
Annual recurring revenue reached $2,508 million in the quarter ended September 30, up 8% excluding Kepware and ThingWorx; 1% on an as-reported basis.

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People Involved

OB
Olivier Blum
Chief executive of Schneider Electric
Leading the PTC acquisition, announced October 5, 2026
NB
Neil Barua
Chief executive of PTC
Leading PTC through the Schneider Electric acquisition
NF
Nathan Fast
Chief financial officer of Schneider Electric
Overseeing financing of the PTC acquisition; says the PTC brand will likely run under a governance structure similar to Aveva

Organizations Involved

Schneider Electric
Schneider Electric
Electrical infrastructure company
Acquirer in the PTC deal; has raised €6.0 billion in equity and €6.0 billion in bonds to help fund it

French energy technology firm that supplies electrical distribution gear and data center infrastructure.
PTC Inc.
PTC Inc.
Industrial software company (NASDAQ: PTC)
Reported fiscal 2026 results on November 4; shareholder vote on the merger not yet scheduled

Boston-based software company focused on industrial product design, engineering, and data management.

Timeline

October 2026 November 2026

9 events Latest: 7 days ago
Tap a bar to jump to that date

  1. PTC posts fiscal 2026 results, keeps guidance suspended

    Latest Corporate earnings

    PTC reported annual recurring revenue of $2,508 million for the quarter ended September 30, up 8% from a restated year-earlier figure excluding the Kepware and ThingWorx businesses divested in the second quarter, and up 1% as reported. It repeated that earnings calls and guidance remain suspended while the merger is pending.

  2. PTC files preliminary proxy statement for Schneider merger

    Regulatory filing

    The proxy says a Hart-Scott-Rodino declaration has been filed and a voluntary draft notice sent to CFIUS, and lists EU merger and foreign-subsidies clearances among required approvals. It also states that no lawsuits challenging the merger were pending as of that date.

  3. Schneider completes €6.0 billion bond sale for PTC deal

    Financing

    Schneider issued €6.0 billion of senior notes with an average maturity of 8.2 years and an average coupon of about 4.3%, following its €6.0 billion share sale, to help fund the PTC purchase.

  4. Schneider raises €6.0 billion in share sale to fund PTC deal

    Financing

    Schneider placed 25 million new shares at €240 each, about 4.32% of its capital, raising €6.0 billion before fees. The price was a 4.99% discount to the prior close of €252.60.

  5. PTC suspends earnings calls and guidance ahead of merger

    Corporate

    PTC said it will release fiscal fourth-quarter and full-year 2026 results on November 4 but will stop holding quarterly earnings calls and issuing guidance while the Schneider deal is pending.

  6. Schneider raises 2026 targets; Q3 revenue sets record

    Corporate earnings

    Schneider lifted its 2026 organic growth guidance for revenue to 12-14% and adjusted EBITDA to 18-21%, the second raise this year. Q3 revenue hit a record €11.46 billion, up 16.9% organically, on data centre demand. CFO Nathan Fast said the PTC brand will likely run under a governance structure similar to Aveva.

  7. J.P. Morgan downgrades Schneider; shares fall 3%

    Market reaction

    J.P. Morgan cut Schneider Electric to 'neutral' from 'overweight,' saying the PTC and Cognite deals shift the investment case toward the less attractive Industrial Automation division. The brokerage cut its December 2027 price target to €310 from €345, and Schneider shares fell 3%.

  8. Deal announced; Schneider shares slide nearly 10%

    Announcement

    Schneider Electric publicly announces the acquisition. Its shares fall in early Paris trading as investors weigh the premium.

  9. Schneider Electric and PTC sign merger agreement

    Agreement

    Boards of both companies approve the all-cash deal at $205 per share, valuing PTC at $22.6 billion.

Scenarios

1

PTC shareholders approve merger, deal closes by Q3 2027

Likely Resolves by Q3 2027

Discussed by: Company statements; committed bridge financing from Morgan Stanley and Société Générale

PTC holders vote at a special meeting; a simple majority of outstanding shares is needed. The Hart-Scott-Rodino waiting period expires and the Committee on Foreign Investment in the United States (CFIUS) clears the deal without conditions. Schneider has raised €6.0 billion in new equity and plans to cover the rest with debt and committed bridge facilities, and the merger closes by late September 2027. Integration targets €250 million in annual cost savings by the third year and about €800 million in revenue synergies.

2

CFIUS review delays or conditions the PTC acquisition

Possible Resolves by Q2 2027

Discussed by: Merger agreement's enumerated closing conditions; Law360's coverage of legal structure

CFIUS reviews the deal because PTC's industrial software is used in product design across critical sectors. The committee could impose mitigation measures—restricting access to certain customer segments or data—or extend its review beyond the planned timeline. Any of those outcomes would push closing past Q3 2027 and could make the deal less attractive to Schneider.

3

Deal terminates, Schneider or PTC walks away

Unlikely Resolves by Q2 2027

Discussed by: Jefferies analysts, who flagged valuation risk in a client note

PTC shareholders reject the merger at the special meeting, or Schneider's board terminates the agreement citing a material adverse change. The all-cash structure and fully committed financing make a financing failure unlikely. Investor skepticism is real—Schneider's stock fell nearly 10% on announcement.

4

EU foreign-subsidies review stretches the timetable

Possible Resolves by Q3 2027

Discussed by: PTC's November 3 preliminary proxy statement, which lists the Foreign Subsidies Regulation alongside the EU Merger Regulation

The proxy lists clearance under the EU Merger Regulation and the Foreign Subsidies Regulation as separate required approvals. The subsidies review applies to companies that received foreign subsidies and can run longer than a standard merger-control case. A drawn-out EU process would push closing past the third quarter of 2027.

Historical Context

3 moments from history that rhyme with this story — and how they unfolded.

November 2016 - March 2017

Siemens acquires Mentor Graphics (2016-2017)

Siemens, the German industrial conglomerate, agreed to buy Mentor Graphics, a US maker of electronic design automation software, for about $4.5 billion. The deal closed within five months and folded Mentor into Siemens' digital industries division.

Then

Siemens immediately gained chip-design software to pair with its factory automation hardware.

Now

It became a template for industrial conglomerates buying software to shift from selling hardware to selling systems.

Why this matters now

Like Siemens-Mentor, this deal has a European industrial giant paying a premium to fold US software into its portfolio, testing whether hardware companies can run software businesses.

January - October 2023

Emerson acquires National Instruments (2023)

Emerson Electric, a US automation company, pursued National Instruments, a maker of test and measurement systems, for nine months. It won with a $60-per-share cash offer worth roughly $8.2 billion after a hostile campaign.

Then

Emerson consolidated NI's software-heavy test tools into its automation portfolio.

Now

The deal underscored how industrial firms now view software as the revenue driver, not hardware.

Why this matters now

Emerson-NI shows the same playbook Schneider is running: buying a software-centered firm to capture higher-margin, recurring revenue.

November 2017 - March 2018

Broadcom-Qualcomm blocked by CFIUS (2018)

Broadcom, a Singapore-based chipmaker, launched a hostile $117 billion bid for Qualcomm, a US semiconductor giant. President Donald Trump blocked the deal on national security grounds after the Committee on Foreign Investment in the United States (CFIUS) flagged risks.

Then

Broadcom abandoned the bid and relocated its headquarters to the US.

Now

It established that CFIUS can kill large cross-border tech acquisitions entirely, not just delay them.

Why this matters now

The PTC deal also requires CFIUS clearance, since PTC's industrial software touches critical sectors. Broadcom-Qualcomm defines the upper bound of that regulatory risk.

Sources

(24)
+18
Schneider Electric press release Reuters via Euronext Live PTC Inc. via Public CNA Bloomberg via EnergyConnects Boston Globe Quartz CRN Law360 Investing.com SEC EDGAR StreetInsider Reuters via SquawkNews AskTraders The Boston Report StockTitan Finance Herald AD HOC NEWS Ctrl Tech Daily Nathan Rech PTC Inc. via Public Schneider Electric Schneider Electric SEC EDGAR