Schneider Electric agrees $205-a-share PTC takeover: why Schneider stock fell almost 10% on the $22.6 billion deal

Schneider Electric agreed on Monday, October 5, 2026 to buy PTC, the Boston-based maker of Creo and Windchill engineering software, for $205 a share in cash, valuing PTC's equity at about $22.6 billion and the whole business at $23.7 billion including debt. Schneider's own shares fell 9.83% to €273.20 in Paris by 10:02 UTC, which took roughly €17 billion off a company worth about €175 billion before the announcement, close to the €20.1 billion it is paying for PTC's equity.

The price is a 42.3% premium to PTC's Friday close of $144.03 and 46.1% above its 30-day volume-weighted average. Reuters described it as Schneider's largest acquisition ever. The Financial Times first reported the talks on Sunday evening, and PTC traded 35% higher in US premarket trading on Monday, according to Dow Jones.

The terms of the Schneider-PTC deal

Why Schneider Electric stock fell almost 10%

Schneider will fund the purchase by selling €5 billion to €6 billion of new shares through an accelerated bookbuild and borrowing €16 billion to €17 billion, while keeping its Category A credit ratings, and it will stop repurchasing its own stock in 2027 and 2028 after €600 million of repurchases this year. For existing holders that means a larger share count, more interest expense and two years without a steady buyer of the stock.

Investors also balked at the price. At 21 times PTC's 2027 adjusted EBITA, the multiple only falls to 13 times once Schneider delivers the full run-rate synergies, and Schneider says the return on the investment will exceed its cost of capital by year five. PTC's shares were down 17% this year before the approach as investors worried that AI tools will erode demand for traditional engineering software. Jefferies analyst Lucas Ferhani wrote that PTC is being bought at a decade-low valuation but that the same AI-disruption fears could still weigh on Schneider. A JPMorgan analyst, quoted by Reuters, said large-scale M&A is typically unwelcome in the first instance by European investors. Schneider's shares were already down 4.7% on Tradegate before the Paris open.

What PTC adds to Schneider's software business

PTC sells the tools engineers use to design products and manage them through manufacturing and service: Creo for computer-aided design, Windchill for product lifecycle management, the cloud CAD system Onshape, Codebeamer for application lifecycle management and ServiceMax for field service. Its fiscal 2025 revenue was $2.74 billion, and Schneider puts calendar 2025 revenue at €2.4 billion with an adjusted EBITA margin of about 40%, excluding the ThingWorx and Kepware businesses PTC sold earlier. Schneider already owns AVEVA, whose software runs plants once they are built, and has a pending deal for the industrial data company Cognite. Adding PTC gives it software for the design stage as well, and Schneider says software and services will make up about 24% of the combined group's revenue.

Other European software stocks rose on the price Schneider put on PTC: Dassault Systèmes, which competes with PTC in design software, gained 2.3%, Nemetschek 1.9% and TeamViewer 3.2%. Bloomberg reported in July 2025 that Autodesk had explored an acquisition of PTC before dropping the pursuit.

How close PTC trades to $205

A 35% premarket gain from $144.03 puts PTC near $194, about $11 below the cash offer. The gap prices the wait until the third quarter of 2027 and the risk that a PTC shareholder vote or a regulator blocks the deal. Schneider has also moved its third-quarter revenue release to October 16.