PTC lost a US$228 bid to a press leak; Schneider is paying US$205

01US$228, a data room, and an article

The first approach came from “Company X”, the only name the proxy gives it. In April 2025 its chief executive told Neil Barua, PTC’s chief executive, that Company X was interested in a combination. PTC’s board decided on 20 May not to negotiate without a formal proposal, and asked Evercore to advise it. Company X sent one on 10 June 2025, signed a confidentiality agreement with a standstill that ran until 14 June 2026, and on 2 July raised its offer to US$228 a share, “a mix of cash and shares of Company X stock”. PTC opened its data room to it.¹

A week later the talks were over. “On July 9, 2025, after the publication of an article speculating about a potential strategic transaction involving PTC, Company X terminated discussions,” the proxy says, and both sides returned or destroyed the information they had exchanged.¹ PTC had closed at US$173.31 on 2 July, so US$228 was 31.6% above that day’s price; on 9 July the shares closed 17.6% higher, at US$210.47, according to Nasdaq.com.⁵ Two days earlier PTC had turned down Schneider’s first idea, a stake bought with cash and Schneider software assets that would have left PTC listed, as “overly complex”.¹

The proxy does not say how much of the US$228 was cash, so what the offer was worth would have moved with Company X’s own share price. On the share count behind Schneider’s US$22.6bn, US$23 a share comes to about US$2.5bn.¹²

02What changed in between: the price of software

PTC went back to its own plan, and the market moved under it. The proxy describes what followed in one paragraph:

Over the end of 2025 and the beginning of 2026, market concerns regarding the impact of AI on SaaS businesses contributed to increased volatility and valuation compression … Although PTC continued to report operating performance in line with expectations and increased its full-year ARR, revenue and earnings guidance during this period, PTC’s trading price and valuation multiples declined materially from August 2025.

From July 2025 the shares’ highest close was US$216.53, on 27 August 2025, and their lowest US$112.33 on 23 June 2026, 48% lower; Evercore’s own figures put the closing range in the year to 2 October 2026 at US$112 to US$206.¹⁵ The business did not shrink with them. Annual run rate (ARR), the yearly value of active subscriptions, was US$2,508m on 30 September 2026, up 8% on the year once two divested products are excluded, and revenue for the year was US$2,733m against US$2,739m.³

By August 2026 Barua was telling a suitor that PTC faced “headwinds in the marketplace as a result of the broad dislocation in software stock prices”, and the board’s list of reasons for selling names “the potential impact of AI and technological changes on SaaS businesses” and “current trends in trading prices and valuations of companies in the Company’s industry”.¹ The Journal measured the first half of that slide across the sector in Software shed about US$1tn in a week.

03Three offers in 11 days, to a number the board chose

The 2026 process had two bidders. “Company Y”, which the proxy describes only as another large software company listed outside the US, offered US$180 to US$190 on 31 August: US$117 to US$123.50 in cash and the rest in American depositary receipts (ADRs) it had yet to list, which it expected by late spring 2027. It wanted six weeks of exclusive talks. Schneider offered US$190 in cash on 8 September, with no financing condition.¹

On 9 September the board rejected both prices but offered each bidder confidential figures to show “value above their current offers”. It decided against a wide search for other buyers, citing the risk “that a premature leak could result in Schneider and Company Y terminating discussions, as had happened in 2025 with Company X”. Evercore said that, despite the 2025 talks with Company X, only one party met the board’s test, “Company Z”, and it declined the next day, “citing other strategic priorities”.¹

Schneider moved to US$200 on 17 September. The next day the board told Barua to negotiate “with the goal of obtaining an offer price equal to $205 per share”, and on 19 September Schneider offered exactly that, which its chief executive, Olivier Blum, called its “best and final offer”. Company Y kept asking for exclusivity, PTC kept refusing, and after 30 September the two did not speak again.¹ The agreement was signed on 4 October; that afternoon the Financial Times reported that Schneider was close to a deal, and the companies announced it the next morning.¹ PTC closed at US$192.26 on 5 October, up 33.5%, on 29.6m shares traded against 1.1m on 2 October.⁵

04What Evercore's numbers said about US$205

Evercore, PTC’s adviser, told the board on 4 October that US$205 was fair, from a financial point of view, to PTC’s shareholders. The proxy sets out the analyses behind that opinion, each a range of value per share, using market data to 2 October and the forecasts PTC’s management gave Schneider and Evercore: ARR of US$2,783m at the end of the year to September 2027, rising to US$3,415m two years later.¹

US$205 is above the whole range from comparing PTC with listed peers (Synopsys, Cadence, Autodesk, Dassault Systèmes, Bentley, Nemetschek, and industrial groups including Siemens and Schneider itself), from typical takeover premiums, and from a discounted future share price. It falls inside the discounted-cash-flow range of US$160 to US$210 and the two ranges built from past industrial-software deals. Company X’s US$228 is the top of one of those, the deals priced on ARR.¹

On premiums, Evercore found a median of 33% in selected all-cash deals and bids above US$10bn for US companies since 2016, and 31% in technology deals; Schneider’s is 42.3% over the last close and 46.1% over the 30-day volume-weighted average.¹² Evercore’s fee is about US$120m, of which US$2m was paid when it gave its opinion and the rest is due only if the merger closes. The proxy also discloses that Evercore earned US$3m to US$7m in the past two years advising a company in which Schneider held a minority stake.¹

05What has to happen before shareholders are paid

Holders of a majority of PTC’s 108,633,154 shares outstanding on the 10 November record date must vote for the deal at a virtual meeting on 17 December. Then come US antitrust clearance, approval by the Committee on Foreign Investment in the United States (CFIUS), to which the companies have filed a voluntary draft notice, and European Commission merger and foreign-subsidy reviews. The agreement runs to 4 April 2027 and extends itself by up to nine months if regulators have not finished; the companies expect to close by the third quarter of 2027.¹²

The fee runs one way. “The Merger Agreement does not provide for any termination fee payable by Schneider,” the proxy says. PTC’s lawyers’ first draft had asked Schneider to accept a “hell or high water” standard, doing whatever regulators demand, and set PTC’s own fee at 2.50% of the fully diluted equity value. The signed agreement fixes the fee at US$700m and excuses Schneider from remedies with more than an immaterial effect on the rest of its business or a material adverse effect on the combined group, and from keeping all or a significant part of PTC separate to satisfy CFIUS.¹ Schneider has already cut the bridge loan: it sold 25m new shares at €240 for €6.0bn on 20 October and €6.0bn of bonds on 28 October.¹

Schneider asked that Barua stay on after closing; he agreed to a limited waiver of his right to resign for “good reason”, which, Blum said, brings him no additional benefit. His merger-related pay totals US$52.0m in the proxy’s table, US$47.2m of it in equity awards, assuming a 1 May 2027 closing.¹ PTC closed at US$196.00 on 13 November, US$9 below the cash due at closing. That gap, the merger spread, is what buyers of the shares now are paid for waiting until closing and for the risk that it never comes.⁵