Schneider Electric Buys PTC for $23.7B in Biggest Deal of Its History

Quick Facts

• Schneider Electric agreed to acquire PTC Inc. for $23.7 billion, paying $205 per share in cash, a 42.3% premium to PTC's last closing price.
• The deal would raise Schneider's software and services revenue to an estimated 24% of group revenue, with more than 15,000 software employees serving 50,000 customers.
• Schneider expects 250 million euros in annual cost synergies within three years and roughly 800 million euros in revenue synergies from cross-selling and expanded distribution.

Schneider Electric announced on Oct. 5 that it will acquire PTC Inc. for $23.7 billion in an all-cash transaction, the largest acquisition in Schneider's history. PTC shareholders will receive $205 per share, a 42.3% premium to PTC's last closing price and a 46.1% premium to the prior 30-day volume-weighted average. Both boards unanimously approved the deal.

PTC generated roughly $2.74 billion in revenue for the year through September 2025 and serves more than 30,000 customers globally. Schneider is paying 13.23 times PTC's EBITDA, a valuation analysts described as compressed given broader software sector pressure from AI-related uncertainty.

Why Schneider Wants PTC

Schneider CEO Olivier Blum called the acquisition the "last brick" in the company's strategy to connect physical operations with digital systems across the asset lifecycle. PTC's software covers industrial product design, engineering, and lifecycle management. Schneider already owns AVEVA, which it acquired in 2023, and ETAP.

Blum said the combined company would create what he described as the "industry's most complete Software and AI powerhouse," linking data across the full lifecycle of products and assets to support what Schneider is calling Industrial AI. PTC CEO Neil Barua said the deal gives PTC the scale and resources to expand into more geographies and end markets.

The deal would triple Schneider's addressable market in industrial software and add exposure to discrete and hybrid manufacturing segments where Schneider has had limited reach.

How Schneider Is Paying for It

Morgan Stanley and Societe Generale are providing a temporary loan facility covering the roughly 22 billion euros in total cash required. Schneider plans to fund the acquisition through 5 to 6 billion euros in new share issuances and 16 to 17 billion euros in new debt. The transaction is expected to close by Q3 2027, subject to regulatory approval.

CFO Nathan Fast said Schneider expects 250 million euros in cost synergies within three years, offset by approximately 250 million euros in one-time implementation costs. The savings will come from eliminating U.S. public-company costs, procurement efficiencies, and infrastructure and IT consolidation.

Mixed Market Reaction

PTC shares jumped 34.4% in U.S. premarket trading after the announcement. Schneider shares fell nearly 10% in early Paris trading, wiping roughly 15 billion euros from its market capitalization in a single session. Schneider's stock had been up 29% year-to-date through Friday before the drop.

PTC stock had fallen about 17% between January 2026 and the Friday before the announcement as AI disruption fears weighed on software valuations. Jefferies noted in a client note that those same fears, while enabling Schneider to buy PTC near a decade-low valuation, could continue to weigh on Schneider after the deal closes.

J.P. Morgan analysts wrote that large-scale M&A is "typically unwelcome in the first instance by European investors," but added that Schneider's prior deals have proven strategically sound over time. BMO flagged PTC's U.S. defense and federal business as a potential point of scrutiny during the regulatory review process, though the firm does not expect rival bids to emerge.

Evercore advised PTC on the transaction, with Paul, Weiss, Rifkind, Wharton and Garrison serving as legal counsel. Morgan Stanley and Goldman Sachs Bank Europe advised Schneider, with Debevoise and Plimpton as legal counsel.

Read more: Schneider Electric to buy engineering software giant PTC for $23.7B