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Schneider Electric to buy PTC for $22.6 billion in all-cash deal

News illustration: on a graphite field, a glowing white wireframe CAD gear on a machined bracket labeled with the PTC logo streams green-dotted engineering-data lines into a dark switchgear cabinet carrying the green Schneider Electric wordmark; chips ALL-CASH and $22.6B.

Schneider Electric agreed Monday to buy U.S. industrial software maker PTC in an all-cash deal that values PTC’s equity at about $22.6 billion, the largest acquisition in the French company’s history. Schneider is betting that PTC’s design and engineering data will make its industrial AI more useful to manufacturers.

Schneider will pay $205 a share, a 42.3% premium to PTC’s last closing price and 46.1% above its 30-day volume-weighted average, according to the companies’ joint announcement. The price implies an enterprise value of $23.7 billion. PTC’s board approved the agreement and will recommend it to shareholders. The deal is expected to close by the third quarter of 2027, pending a PTC shareholder vote and regulatory clearances that include U.S. antitrust review and approval from the Committee on Foreign Investment in the United States, PTC said in a securities filing.

PTC sells computer-aided design, product lifecycle management and service software that more than 30,000 customers use to design, build and maintain physical products. Schneider, long known for circuit breakers and electrical gear, now supplies power, cooling and rack equipment for data centers and already owns industrial software company AVEVA. The companies said the combination would lift software and services to an estimated 24% of Schneider’s revenue.

Chief Executive Olivier Blum told investors that “data is becoming a very critical layer” for getting value from AI and that PTC’s engineering data would strengthen Schneider’s ability to deploy AI across customers’ industrial operations, Reuters reported. The deal follows Schneider’s agreement earlier this year to buy Cognite, an industrial data and AI software company, which has not yet closed.

Schneider’s investors were less enthusiastic. Its shares fell nearly 10% in early Paris trading, erasing close to 15 billion euros in market value, while PTC shares jumped 34.4% in U.S. premarket trading, according to Reuters. Jefferies said in a note to investors that AI disruption fears have pushed software valuations low enough for Schneider to buy PTC at a decade-low valuation, but warned the same fears could weigh on Schneider after the deal.

Schneider has a committed $25 billion bridge loan from Morgan Stanley and Societe Generale and plans to fund the purchase with about 5 billion to 6 billion euros in new shares and 16 billion to 17 billion euros in new debt. It expects 250 million euros in annual cost savings by the third year and about 800 million euros in revenue synergies. PTC would owe Schneider a $700 million fee if it walks away for a superior offer. Autodesk pursued PTC last year before dropping its approach, Bloomberg reported.

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