---
title: "PTC lost a US$228 bid to a press leak; Schneider is paying US$205"
summary: "What PTC’s merger proxy of 13 November shows: a US$228 offer that ended in July 2025, three Schneider bids in 11 days, US$205 “best and final”, and a 17 December vote."
url: https://www.thetechbag.com/blog/ptc-bidder-offered-228-schneider-pays-205
format: Analysis
desk: "Markets & the AI economy"
region: Global
published: 2026-11-14
facts_checked: 2026-11-14
author: TechBag (The TechBag Journal)
tags: ["PTC Schneider Electric acquisition","PTC merger proxy","PTC stock","Schneider Electric PTC deal price","PTC shareholder vote","PTC Company X offer","Evercore fairness opinion","merger termination fee","PTC","Schneider Electric","Creo","Windchill","Onshape","CAD software","PLM software","software stocks","AI and SaaS valuations","takeover premium","merger arbitrage spread"]
cover: https://www.thetechbag.com/blog/covers/ptc-bidder-offered-228-schneider-pays-205.png
---

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

*What PTC’s merger proxy of 13 November shows: a US$228 offer that ended in July 2025, three Schneider bids in 11 days, US$205 “best and final”, and a 17 December vote.*

Analysis · Markets & the AI economy · By TechBag · Published 2026-11-14 · Facts checked 2026-11-14 · Canonical: https://www.thetechbag.com/blog/ptc-bidder-offered-228-schneider-pays-205

The short version

1. A bidder PTC’s proxy calls “Company X” offered US$228 a share in cash and stock on 2 July 2025, then ended the talks a week later, after an article speculated about a deal. Schneider Electric is paying US$205 in cash: US$23 a share, or 10%, less.[1]
2. In between, PTC’s shares fell 48%, from a US$216.53 close in August 2025 to US$112.33 in June 2026. The proxy puts the slide down to “market concerns regarding the impact of AI on SaaS businesses”, while PTC kept raising its own guidance.[1][5]
3. Schneider went from US$190 to US$205 in 11 days; its last raise came the day after PTC’s board set US$205 as its target. The deal values PTC’s equity at about US$22.6bn; shareholders vote on 17 December, and the shares closed at US$196.00 on 13 November.[1][2][5]

PTC, based in Boston, sells the software manufacturers use to design products and manage the data about them: Creo for 3D computer-aided design (CAD), Windchill for product lifecycle management (PLM), and Onshape, which runs CAD and data management in the cloud.[4] On 5 October it and Schneider Electric, the French energy-technology group, announced that Schneider would buy PTC for US$205 a share in cash, 42.3% above the US$144.03 close of 2 October.[2] The proxy PTC filed on 13 November, the document its shareholders vote on, tells how that price was reached. It answers a question the announcement did not: why a company that had a US$228 offer on the table in 2025 is selling for less, and who set the US$205.[1]

## US$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]

**Figure: Schneider pays US$23 a share less than the 2025 offer, and 42% more than PTC's last close before the deal**

*Offers for PTC per share, and PTC's closing price on 2 October 2026, US$*

Company X, 2 Jul 2025

US$228

Schneider, 19 Sep 2026 (best and final)

US$205

Schneider, 17 Sep 2026

US$200

Schneider, 8 Sep 2026

US$190

Company Y, 31 Aug 2026 (top of range)

US$190

PTC close, 2 Oct 2026

US$144

|  | Value (US$) |
| --- | --- |
| Company X, 2 Jul 2025 | 228 |
| Schneider, 19 Sep 2026 (best and final) | 205 |
| Schneider, 17 Sep 2026 | 200 |
| Schneider, 8 Sep 2026 | 190 |
| Company Y, 31 Aug 2026 (top of range) | 190 |
| PTC close, 2 Oct 2026 | 144 |

Source: PTC merger proxy, Background of the Merger (13 Nov 2026); PTC and Schneider Electric release (5 Oct 2026) · as of 13 November 2026 · Company X's offer was part cash, part its own shares; Company Y's was cash and ADRs, shown at the top of its US$180–190 range

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.[1][2]

## What 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.PTC Inc., definitive merger proxy, Background of the Merger, 13 November 2026

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.[1][5] 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]

**Figure: PTC's shares fell 48% from their peak between the two offers, and never closed at US$228**

*PTC closing share price on 2 July 2025, at each month-end, on 2 October 2026 and on 13 November 2026, US$*

|  | PTC close | Company X offer | Schneider price |
| --- | --- | --- | --- |
| 2 Jul 25 | 173.31 | 228 | 205 |
| Jul 25 | 214.81 | 228 | 205 |
| Aug 25 | 213.5 | 228 | 205 |
| Sep 25 | 203.02 | 228 | 205 |
| Oct 25 | 198.54 | 228 | 205 |
| Nov 25 | 175.43 | 228 | 205 |
| Dec 25 | 174.21 | 228 | 205 |
| Jan 26 | 156.13 | 228 | 205 |
| Feb 26 | 156.59 | 228 | 205 |
| Mar 26 | 142.49 | 228 | 205 |
| Apr 26 | 136.3 | 228 | 205 |
| May 26 | 138.73 | 228 | 205 |
| Jun 26 | 113.61 | 228 | 205 |
| Jul 26 | 137.2 | 228 | 205 |
| Aug 26 | 155.74 | 228 | 205 |
| Sep 26 | 140.3 | 228 | 205 |
| 2 Oct 26 | 144.03 | 228 | 205 |
| Oct 26 | 195.54 | 228 | 205 |
| 13 Nov 26 | 196 | 228 | 205 |

Source: Nasdaq.com historical quotes (not a primary source); PTC merger proxy (13 Nov 2026) · as of 13 November 2026 · The flat lines are the two offers; Schneider's deal was announced on 5 October 2026

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](https://www.thetechbag.com/blog/software-selloff-seat-pricing-renewals).

## Three 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]

**Figure: Schneider raised its offer twice in 11 days and stopped at the US$205 the board had asked for**

*PTC's sale process from Company Y's proposal to the announcement, 31 August to 5 October 2026*

| Date | Event | Detail |
| --- | --- | --- |
| 31 Aug 2026 | Company Y: US$180–190 | Cash plus ADRs; asks for six weeks of exclusive talks |
| 8 Sept 2026 | Schneider: US$190 cash | No financing condition |
| 10 Sept 2026 | Company Z declines | The board rejected both offers on 9 September |
| 17 Sept 2026 | Schneider: US$200 | Wants to sign within two weeks |
| 18 Sept 2026 | Board sets a US$205 target | Barua told to negotiate for it |
| 19 Sept 2026 | Schneider: US$205, best and final | Draft merger agreement sent the same day |
| 4 Oct 2026 | Merger agreement signed | US$700m fee if PTC walks away for another offer |
| 5 Oct 2026 | Deal announced | PTC closes at US$192.26, up 33.5% |

Source: PTC merger proxy, Background of the Merger (13 Nov 2026); Nasdaq.com (5 Oct 2026 close, not a primary source) · as of 13 November 2026

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]

ReportedWhat the board weighed against the price

Among the risks it lists, the proxy says plainly that “PTC did not conduct a broad market check process” before signing. Against that, the board kept the right to answer unsolicited proposals until the vote and to end the agreement for a superior offer, on paying Schneider US$700m. It also judged that US$205 “represented the highest price that Schneider was willing to pay”.[1]

## What 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]

**Figure: US$205 sat above four of Evercore's seven value ranges and inside the other three**

*Implied value per PTC share, low to high, by Evercore analysis, US$, market data to 2 October 2026*

|  | Low | High | Change |
| --- | --- | --- | --- |
| Discounted cash flow | 160 | 210 | 31% |
| Peers, cash-flow multiple | 135 | 191 | 41% |
| Peers, earnings multiple | 137 | 189 | 38% |
| Takeover premiums, 20–40% | 173 | 202 | 17% |
| Future price, discounted | 186 | 201 | 8% |
| Past deals, value to ARR | 159 | 228 | 43% |
| Past deals, value to profit | 169 | 260 | 54% |
| Analysts' price targets | 140 | 230 | 64% |
| Closing prices, past year | 112 | 206 | 84% |

Source: PTC merger proxy, Opinion of Evercore Group L.L.C. (13 Nov 2026) · as of 13 November 2026 · The last two rows Evercore gives for reference only; the % is how far each range's top sits above its bottom

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.[1][2] 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]

## What 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.[1][2]

**Figure: US$22.6bn for PTC's shares, a US$700m fee only PTC can owe, and a vote on 17 December**

*Main terms of Schneider Electric's acquisition of PTC, as filed, October and November 2026*

US$22.6bn

equity value at US$205 a share; US$23.7bn enterprise value

US$700m

fee PTC pays if, among other cases, it takes a better offer; Schneider owes none

US$25bn

bridge loan from Morgan Stanley and Société Générale

17 Dec

shareholder vote; a majority of outstanding shares needed

Source: PTC and Schneider Electric release (5 Oct 2026); PTC merger proxy (13 Nov 2026) · as of 13 November 2026

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]

Our viewWhat to watch

Three things before the money moves: whether any unsolicited proposal reaches PTC before 17 December, which the agreement lets the board answer; the vote itself; and the regulators’ timetable, which the spread to US$205 will track. For the same pattern in results season, good numbers and falling shares, see the Journal’s [ServiceNow, Fortinet and Intel trend](https://www.thetechbag.com/blog/revenue-up-shares-down-q3-results).

India: about 30% of PTC's office space, and much of its engineering

PTC leases about 267,000 square feet of its roughly 897,000 square feet of offices in India, “where a significant amount of our research and development is conducted”; the US accounts for 281,000. Its 10-K names India among its most significant foreign-currency exposures. In 2022 it sold part of its PLM services business to ITC Infotech India for about US$60.4m, US$28.0m of it in services ITC Infotech provides to PTC.[4] The proxy names no Indian regulator among the required approvals; it lists the US and the European Union by name and “certain specified jurisdictions” besides.[1]

For Indian manufacturers on Creo, Windchill or Onshape, nothing changes before closing, which the companies expect by the third quarter of 2027, and the merger agreement restricts what PTC may change in its business until then.[1][2] A team signing a multi-year renewal in the meantime is signing with a company whose owner is likely to change during the term: the renewal-price cap and the clause on assigning the contract to a new owner are the ones to read.

How we did this

Figures as of 14 November 2026, 7:30pm IST

The sale process, every offer, the board’s reasoning, Evercore’s analyses and fee, the projections, the financing, regulatory conditions, the termination fee and the executives’ pay are from PTC’s definitive merger proxy of 13 November 2026. Equity value, enterprise value, the 42.3% and 46.1% premiums and the expected closing are from the joint release of 5 October. ARR and revenue are from PTC’s fourth-quarter release of 4 November; products, leased space in India and the ITC Infotech sale from its FY2025 10-K. “Company X”, “Company Y” and “Company Z” are the proxy’s labels; it does not name them and neither do we. Company Y is charted at the top of its range.

Share prices are Nasdaq.com’s historical closes, not a primary source; they match the two closes the proxy itself gives (US$144.03 on 2 October and US$196.25 on 12 November). The 2 July 2025 point is the day of Company X’s US$228 proposal; Nasdaq.com’s series does not reach further back. Markets were shut on 14 November, so 13 November is the latest close. TechBag arithmetic: the US$23 and 10.1% gap between US$228 and US$205; 31.6% over the 2 July 2025 close; the 17.6% move on 9 July 2025 and the 33.5% move on 5 October 2026; the 48% fall from the August 2025 peak to the June 2026 low; about US$2.5bn, which is US$23 times the roughly 110m shares implied by US$22.6bn at US$205; the US$9 spread on 13 November; India’s share of PTC’s leased space (267,000 of 897,000 square feet, about 30%). The comparison of US$205 with Evercore’s ranges uses the rounded ranges the proxy prints. Nothing published after 7:30pm IST on 14 November is included.

Spotted an error? Write to us; corrections are published at the foot of the piece.

Sources

1. [PTC Inc.: definitive merger proxy statement (Schedule 14A, DEFM14A)](https://www.sec.gov/Archives/edgar/data/857005/000114036126043760/ny20084401x2_defm14a.htm) — 13 November 2026
2. [Schneider Electric and PTC: “Schneider Electric to acquire PTC” (PTC Form 8-K, Exhibit 99.1)](https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex991.htm) — 5 October 2026
3. [PTC Inc.: fourth fiscal quarter and full fiscal year 2026 results (Form 8-K, Exhibit 99.1)](https://www.sec.gov/Archives/edgar/data/857005/000119312526447186/ptc-ex99_1.htm) — 4 November 2026
4. [PTC Inc.: Annual Report on Form 10-K for the fiscal year ended 30 September 2025](https://www.sec.gov/Archives/edgar/data/857005/000119312525291326/ptc-20250930.htm) — 21 November 2025
5. [Nasdaq.com: PTC Inc. (PTC) historical prices](https://www.nasdaq.com/market-activity/stocks/ptc/historical) — 13 November 2026 Daily closes, 1 July 2025 to 13 November 2026. Not a primary source.

**Disclosure.** TechBag is a software reseller: it earns when companies buy through it, including from vendors named here. The analysis is TechBag’s own; no vendor paid for or saw this piece before publication. Facts are labelled reported, TechBag count or our view.

**Read this next:** [Revenue up about 20%, shares down 20–29%: ServiceNow, Fortinet and Intel](https://www.thetechbag.com/blog/revenue-up-shares-down-q3-results) — The same split in results season: revenue up about 20% and shares down 20–29% at ServiceNow, Fortinet and Intel.

Go deeper on TechBag

- [Software shed about US$1tn in a week; seat-priced renewals are next](https://www.thetechbag.com/blog/software-selloff-seat-pricing-renewals) — the sector-wide fall in SaaS shares in the first half of 2026 that the proxy describes
- [Thrive Holdings takes ADT private: US$15.3bn in all, US$7.6bn for the shares](https://www.thetechbag.com/blog/adt-thrive-15-3bn-take-private) — another merger filing read for its price, premium and the gap between equity and enterprise value
- [Marvell to buy Lumentum for US$115bn; its shares fell 32% in three sessions](https://www.thetechbag.com/blog/marvell-lumentum-115bn-all-stock-deal) — how an offer paid in the buyer's shares moves with its price, as Company X's part-stock bid would have