EquitiesMarket noteTuesday 6 October 2026, 06:57
Schneider Electric to buy PTC for $22.6bn, and its shares fall 10%
Schneider Electric will pay $205 a share in cash for PTC, the design software maker. Its shares fell 10% on the news, while PTC's still trade below the offer.
By The Notebook Desk
Schneider Electric has agreed to buy PTC, the American maker of product design software, for $205 a share in cash. The Schneider Electric PTC deal values PTC’s shares at about $22.6bn (€20.1bn) and the whole company, debt included, at $23.7bn, the two companies said on Monday. The price is 42.3% above PTC’s last close before the news.
Investors in the buyer did not like it. Schneider’s shares closed at €272.80 in Paris on Monday, down 9.97% from €303.00 on Friday, Euronext data show. At Euronext’s market value of €157.8bn, that fall cost shareholders about €17.5bn, close to the €20.1bn Schneider is paying for PTC’s shares.
What Schneider is buying
PTC sells software that engineers use to design complex products and manage their data over the life of a product: computer-aided design, product lifecycle management and related tools. It has more than 30,000 customers. In 2025 it had revenue of €2.4bn and an adjusted operating margin of about 40%, the release says.
Schneider, which calls itself an energy technology company, already owns the industrial software company AVEVA and has a pending deal to buy Cognite, whose AI tools it also cites. With PTC, software and services would rise to about 24% of group revenue. Olivier Blum, Schneider’s chief executive, said the deal would create “the industry’s most complete Software & AI powerhouse”.
The price is high. Schneider puts it at 21 times PTC’s expected 2027 adjusted operating profit, or 13 times once the savings and extra sales it expects are counted. It expects €250m a year of cost savings by the third year and about €800m of extra revenue.
How Schneider will pay
The cash bill is about €22bn. Schneider plans to raise €5bn to €6bn by selling new shares through an accelerated bookbuild, and €16bn to €17bn by issuing new debt in several currencies. A share sale of that size dilutes existing holders, and the debt adds to the interest bill.
Schneider also changed its plans for returning cash. It will still buy back €600m of its shares this year, but expects to pause buybacks in 2027 and 2028 and speed them up later, so the €2.5bn to €3.5bn programme is still finished by the end of 2030. It expects to keep its A-category credit ratings, subject to the agencies’ confirmation, and to keep raising its dividend, as it has for 16 years.
The company says the deal will add a low single-digit percentage to adjusted earnings per share in the first full year, and a mid to high single-digit percentage once all the savings arrive. It expects the return on the capital it invests to exceed its cost of capital by the fifth year.
PTC’s shares still trade below the offer
PTC’s shares rose 33.5% on Monday, from $144.03 to $192.26, Nasdaq data show. That is 6.2% below the $205 offer. Holders who buy now and wait for the deal to close would earn 6.6%, before costs.
The gap reflects time and risk. Closing is expected by the third quarter of 2027, about a year away, and the deal needs approval from holders of a majority of PTC’s shares and from regulators. Both boards approved it unanimously, and PTC’s board recommends it to shareholders. More than 29.5m PTC shares changed hands on Monday, against about 1.1m on Friday.
What to watch after the Schneider Electric PTC deal
- The share sale: the timing and price of the €5bn to €6bn accelerated bookbuild, which Schneider will run under the authority its shareholders have already given the board.
- 16 October: Schneider’s third-quarter revenue, brought forward because of the deal.
- PTC’s special meeting: the date of the shareholder vote has not been set.
- Regulators: the approvals the deal needs before it can close, which the companies expect by the third quarter of 2027.
Disclosure
This is analysis and opinion, not investment advice.