Schneider Electric has agreed to acquire industrial software company PTC (NASDAQ: PTC) in an all-cash transaction valuing PTC's equity at approximately $22.6 billion, or $205 per share, according to a press release from the companies.

The offer price represents a 42.3% premium to PTC's last closing price and a 46.1% premium to the 30-trading-day volume-weighted average share price prior to announcement. The implied enterprise value of the deal is $23.7 billion.

PTC serves more than 30,000 customers globally and generated €2.4 billion in revenue with approximately 40% adjusted EBITA margin in CY25. The company's revenue and annual recurring revenue are expected to grow roughly 10% annually through 2029.

Schneider Electric expects to achieve €250 million in annual run-rate cost synergies by year three and approximately €800 million in revenue synergies. The transaction is projected to be immediately low single-digit accretive to adjusted earnings per share before purchase price accounting in the first year of full consolidation.

The total cash consideration of approximately €22 billion will be financed through a combination of an equity issuance of approximately €5 to €6 billion and new debt issuance of approximately €16 to €17 billion, secured by a fully committed bridge facility provided by Morgan Stanley and Société Générale.

The transaction has been unanimously approved by the boards of both companies and is expected to close by Q3 2027, subject to approval by PTC shareholders and required regulatory approvals.

Morgan Stanley and Goldman Sachs are serving as financial advisors to Schneider Electric. Evercore is advising PTC.