The obvious reading of Monday’s tape is that Schneider Electric overpaid for PTC and handed the premium straight back through its own share price. It did not. Schneider Electric closed at €272.80 on Euronext Paris on Monday 5 October 2026, down 9.97% from Friday 2 October’s €303.00. PTC closed at $192.26 on Nasdaq, up 33.49% from Friday’s $144.03. The contract is $205 a share in cash, an equity value of about $22.6 billion. PTC’s bull, base and bear are $205, $198 and Friday’s $144.03. Schneider’s are €298, Monday’s €272.80 and €240.
The miss is the scale. On 563.54 million shares, Paris lost about €17.02 billion of value against a premium of about €5.97 billion. Cost savings of €250 million take the 21-times multiple to about 16.8 times. The release’s 13 times needs the revenue synergies. The $12.74 left in PTC is a thin spread. This is not financial advice. Closes are Monday’s. Tuesday’s Paris session is intraday.
Key facts
- All-cash $205 per PTC share, equity value approximately $22.6 billion (€20.1 billion), implied enterprise value $23.7 billion (€21.1 billion) — Schneider and PTC joint release, Exhibit 99.1, 5 October 2026.
- Premium of 42.3% to the last close and 46.1% to the prior 30-trading-day volume-weighted average — same release, 5 October 2026. Friday’s Nasdaq close was $144.03 on 2 October 2026 — stockanalysis.com.
- Stated multiple: 21 times 2027 estimated adjusted EBITA, and 13 times including full run-rate synergies — Exhibit 99.1, 5 October 2026.
- €250 million of annual run-rate cost synergies by year 3, and about €800 million of revenue synergies — Exhibit 99.1, 5 October 2026.
- Total cash consideration of about €22 billion, on a fully committed bridge from Morgan Stanley and Société Générale, funded with about €5 billion to €6 billion of equity and €16 billion to €17 billion of new debt — Exhibit 99.1, 5 October 2026.
- Close aimed at the third quarter of 2027. Initial end date 4 April 2027, extendable by up to nine months for antitrust, CFIUS or foreign-investment conditions. Company termination fee $700 million in the cases in section 7.3 — Exhibit 2.1, signed 4 October 2026.
- Monday closes: PTC $192.26, up 33.49%; Schneider Electric (Euronext Paris, SU) €272.80, down 9.97%. The Paris close is separate from the SBGSY ADR — PTC and Schneider daily series on stockanalysis.com, 2 and 5 October 2026.
- Schneider first half 2026: revenue €21.226 billion, up 14.0% organic; adjusted EBITA €4.093 billion, margin 19.3%. Upgraded 2026 target: organic revenue growth of 10% to 13%. Q3 revenues brought forward to 16 October from 29 October — half-year release, 30 July 2026, and Exhibit 99.1, 5 October 2026.
What just happened, and why the obvious reading is wrong
PTC and Schneider Electric signed the merger agreement on 4 October 2026. Grand Slam Merger Sub, a Massachusetts subsidiary of Schneider Electric SE, merges into PTC, and each share becomes the right to $205.00 in cash. Both boards approved it unanimously. Closing needs a majority of the outstanding shares and the regulators. The joint release went out on Monday as Exhibit 99.1 to PTC’s Form 8-K.
The $22.6 billion equity value is approximate. A basic count of 108.51 million shares on PTC’s quote page on 6 October, times $205, is about $22.24 billion. Dividing $22.6 billion by $205 implies about 110.2 million shares. This piece uses that implied count when a fee has to become a per-share number.
Enterprise value is $23.7 billion, $1.1 billion above the equity value. The release states an implied enterprise value and leaves the net-debt line unpublished. At the 1.1255 dollars-per-euro rate dated 2 October, equity value is the stated €20.1 billion and enterprise value is the stated €21.1 billion. The financing package is a separate €22 billion of cash to raise, bracketed by €5 billion to €6 billion of equity and €16 billion to €17 billion of debt, on the Morgan Stanley and Société Générale bridge.
The premium-only maths stops well above Monday’s close. About 110.2 million implied shares times Friday’s $144.03 is $15.88 billion. The premium against $22.6 billion is $6.72 billion, or €5.97 billion at 1.1255, or €10.60 a Schneider share. Friday’s €303.00 minus €10.60 is €292.40. Monday’s €272.80 sits €19.60 below that, about €11.05 billion of market value beyond the premium. New shares of €5 billion to €6 billion at €272.80 are 18.3 million to 22.0 million shares, dilution of 3.3% to 3.9% if the book is sold at the close. The residual after that dilution is a multiple.
Reuters put the early Paris drop at nearly 10% and the wiped value at close to €15 billion, after a 29% rise into Friday. The close is a €17.02 billion loss. From the 2025 close of €234.90, Friday’s €303.00 was up 29.0% and Monday’s €272.80 is up 16.1%. PTC closed 2025 at $174.21, Friday was 17.3% lower at $144.03, and Monday’s $192.26 is 10.4% above that 2025 close.
Olivier Blum, chief executive of Schneider Electric, said in the joint release that the two companies are “creating the industry’s most complete Software & AI powerhouse and highest-quality portfolio bridging the physical and digital worlds.” Neil Barua, president and chief executive of PTC, said in the same release: “We gain substantial scale and resources to accelerate innovation, advance our Intelligent Product Lifecycle vision, and expand our business into more geographies and end markets to serve more customers.”
The bull case, with the maths
PTC’s bull case is the contract. If the merger closes, the stock is worth $205, which is $12.74, or 6.6%, above Monday’s $192.26. Section 7.3 sets a $700 million company termination fee for the walk-away cases it lists, including a superior offer. On 110.2 million implied shares that is $6.35 a share, so a topping bid has to clear about $211 before holders beat $205 and the fee.
From 5 October 2026 to 30 September 2027 is 360 days. A $12.74 gain on $192.26 is 6.63% over that span, about 6.7% annualized before borrowing cost, and only if the cash is paid on that timetable.
Schneider’s bull case is that Monday charged a software multiple the electrical franchise has yet to earn, and that the €250 million cost number is real. The data-centre demand was already in the shares. Second-quarter revenue was €11.459 billion, up 16.5% organic. Systems, 35% of the quarter, grew 28% organic, led by data centres. Pure data-centre demand was up triple-digit, strongest in North America. Energy Management grew 17.7% organic. Software and services were 18% of second-quarter revenue and grew 6% organic. The half-year adjusted EBITA margin was 19.3%, against an upgraded 2026 guide of 10% to 13% organic revenue growth.
That franchise is why the shares were up 29% into Friday. FinanceFeeds has framed the same physical layer in the case that AI spending leaks into switchgear, transformers and cooling, and in the Vertiv note, where Schneider sits next to Eaton in power distribution and thermal equipment.
Twelve times €250 million is €3.00 billion, or €5.32 a share on 563.54 million shares. Added to the premium-only price of €292.40, the sum is €297.72, which rounds to the bull price of €298. That is 9.2% above Monday and €5 below Friday. The bull case drops the extra €11.05 billion and capitalizes the cost saves at 12 times. Monday’s €272.80 is about 33 times the €8.31 trailing earnings per share on the Schneider quote page. Twelve times is a low multiple on a cost line the company calls “highly executable.”
The printed 13 times is a different claim. Enterprise value of $23.7 billion divided by 21 is $1.129 billion of 2027 estimated adjusted EBITA. At 1.1255, €250 million of cost saves is $281 million, and the multiple falls to 16.8 times on a $1.410 billion denominator. The advertised 13 times needs $1.823 billion. The extra $413 million has to come out of the €800 million revenue synergies, $900 million at the same rate, a 46% drop-through the release leaves unstated. This bull case gives the cost number 12 times and the revenue number nothing.
Lucas Ferhani, a Jefferies analyst, wrote: “Strategically, the transaction fills one of the remaining gaps in Schneider’s software portfolio.” Jefferies said, as reported by Reuters, that AI-disruption fears are still weighing on software valuations, which allows a buyer to acquire PTC at a decade-low valuation and could still weigh on Schneider after the deal. PTC’s release puts calendar-2025 revenue at €2.4 billion, excluding ThingWorx and Kepware, and the adjusted EBITA margin near 40%. The bull case still needs the cost saves and a firm 16 October data-centre print.
The bear case, with the maths
PTC’s bear case is a broken deal and a return to Friday’s $144.03, 25.1% under Monday. The spread left after the close is $12.74. It widens if the market marks a real chance the $205 goes unpaid. With no time value, Monday’s price is a 79% chance of $205 and a 21% chance of $144.03, because $48.23 divided by $60.97 is 79%. Discount a certain $205 in 360 days at 6% and the present value is about $193.60, about $1.30 above the close. Monday already prices a close that is nearly certain.
Either party can terminate if the merger is still open at 11:59 p.m. New York time on 4 April 2027. If the unmet condition is antitrust, CFIUS, or a listed foreign-investment review, the date extends by three, six, then nine months, out to 4 January 2028. A final blocking order ends it, as does a failed vote. Section 7.3 makes PTC pay Schneider $700 million in specified cases, including a superior proposal. That section sets no parent fee for a regulatory block, so a stopped review sends holders back toward $144 with no $700 million cheque.
The base case of $198 keeps the deal on track and leaves about $7 of gross spread until the calendar is shorter. Monday’s range sat under the bid: PTC opened at $195.84, traded $191.92 to $196.05, and closed at $192.26 on 29.55 million shares, against 1.12 million on Friday. The shares faded $3.58 from the open. The $205 print did not appear.
Schneider’s bear case is the equity issue plus the multiple just put on software the market has treated as an AI loser. After the deal, and pro forma for Cognite as well as PTC, software and services go to an estimated 24% of group revenue, from 18% of the second quarter. The half-year release describes Cognite as a $3.1 billion all-cash deal announced on 30 June that is still waiting on regulators, and the PTC release says those conditions remain open.
The bear price is €240, 12.0% below Monday and 20.8% below Friday. On 563.54 million shares that is €135.25 billion of market value, €35.50 billion under Friday’s €170.75 billion. Strip the €5.97 billion premium and about €29.5 billion is multiple, leverage and dilution. New debt is €16 billion to €17 billion. Schneider expects to keep a category A rating, subject to the agencies. The €2.5 billion to €3.5 billion buyback through 2030 stays inside its envelope, with €600 million in 2026 and a pause in 2027 and 2028. The progressive dividend, running for 16 years, continues.
The bear can start before a failed bookbuild. It needs the 16 October release to show the data-centre engine cooling. An issue of €6 billion at an 8% discount to €272.80 is about €251 a share, about 23.9 million new shares, or 4.2% of the count. That is a second hit after the multiple has already moved. A 4% larger share count is a small piece of a 12% decline.
What the tape and the filings actually show
Schneider opened Monday at €280.00, traded €270.30 to €284.20, and closed at €272.80 on 2.58 million shares, against 0.76 million on Friday. Paris on Tuesday 6 October was lower in the morning, in the mid-€260s. That print is intraday. Monday’s €272.80 remains the spot.
The gross spread at PTC’s close was 6.2% of the $205. The quote page puts the 52-week range at $108.50 to $206.82, so Monday is back inside a band the shares already occupied. Schneider’s quoted 52-week range is €220.40 to €312.30. Monday’s €272.80 is 12.6% under the high, and the €240 bear is still above the year’s low.
| Case | Price | Versus Monday’s close | What has to be true |
|---|---|---|---|
| PTC bull | $205.00 | +6.6% | The merger closes on the third-quarter 2027 timetable and the cash is paid. |
| PTC base | $198.00 | +3.0% | Approvals move, and the market keeps about $7 of gross spread as time value plus a reserve for a longer review. |
| PTC bear | $144.03 | −25.1% | The agreement is terminated and the shares return to the 2 October close. |
| Schneider bull | €298 | +9.2% | The 16 October print confirms data-centre demand, and €250 million of cost saves are worth 12 times, €5.32 a share, on top of a premium-only €292.40. |
| Schneider base | €272.80 | 0.0% | Monday already prices the €5.97 billion premium, a 3% to 4% equity issue, and zero credit for €800 million of revenue synergies. |
| Schneider bear | €240 | −12.0% | Data-centre demand cools, the bookbuild prices at a discount, and the 24% software mix is capitalized nearer a mid-teens software multiple. |
| PTC (Nasdaq) | Schneider Electric (Euronext Paris, SU) | |
|---|---|---|
| Friday 2 October 2026 | $144.03 | €303.00 |
| Monday 5 October 2026 | $192.26 | €272.80 |
| Change | +$48.23, +33.49% | −€30.20, −9.97% |
| Monday range | $191.92–$196.05 | €270.30–€284.20 |
| Bull / base / bear | $205 / $198 / $144.03 | €298 / €272.80 / €240 |
| What the price is | A spread to $205 cash | A leverage and dilution question |
The ADR, SBGSY, is a different instrument and a different close, and it is kept out of the prices above. The chart uses the Nasdaq close for PTC and the Euronext Paris close for Schneider through Monday. Tuesday’s unfinished Paris session is left out.
Schneider will release third-quarter revenue on 16 October 2026, thirteen days earlier than the 29 October date in the July release. The equity is an accelerated bookbuild under authority the annual meeting has already given the board, and the 5 October release names no bookbuild date. Debt will be raised in several currencies. Morgan Stanley is lead adviser, Goldman Sachs is also advising, Debevoise is counsel to Schneider, and Evercore and Paul Weiss advise PTC. The category A expectation remains subject to the agencies.
What happens next
On 16 October 2026 Schneider reports third-quarter revenue thirteen days early. If pure data-centre demand is still near the triple-digit pace of the second quarter, the path toward €298 has evidence. If those sales decelerate hard, the extra €11 billion Monday removed is a down payment on €240. The print leaves the $205 question to the regulators. It decides whether Schneider’s equity is a stable currency for a €5 billion to €6 billion issue.
The bookbuild has no date. Every euro of discount to €272.80 raises the share count above the 18.3 million to 22.0 million calculated at the Monday close. A weak 16 October print makes a wide discount more likely. A firm print makes the €5 billion end of the range easier. The 2027 and 2028 buyback pause means those new shares stay out through the close.
The outside date is 4 April 2027, ahead of a third-quarter 2027 close. PTC still has to file a proxy, hold a meeting, and clear HSR, CFIUS and the foreign-investment reviews that can move the end date. If those reviews are why the deal is open on 4 April 2027, the date can walk out to 4 January 2028. Each extension widens the $12.74 spread with the $205 unchanged. Power contracts elsewhere in the AI buildout support Schneider’s electrical demand. A US foreign-investment review of a French buyer of Boston design software stays on its own clock.
Frequently asked questions
What is Schneider paying? $205 in cash per PTC share. Equity value is about $22.6 billion, or €20.1 billion, and enterprise value is $23.7 billion, or €21.1 billion. The premium is 42.3% to Friday’s $144.03 and 46.1% to the prior 30-day volume-weighted average. The release states the percentages. A 46.1% premium that produces $205 implies an average of about $140.31.
How much is left in PTC? $12.74, which is $205 minus Monday’s $192.26, or 6.6%. Over 360 days to 30 September 2027 that is about 6.7% annualized, before financing costs, and only if the cash arrives on time. The spread widens if a regulator slows or stops the deal.
Why did Schneider fall almost 10% if the premium is about €6 billion? Market value fell by about €17.02 billion. The extra €11 billion is a lower multiple on a group headed toward 24% software and services, plus €16 billion to €17 billion of new debt and the equity issue. The premium explains €10.60 a share. Monday’s decline was €30.20.
Does 13 times mean the deal is cheap once synergies arrive? Only once the full run-rate synergies show up as profit. Cost saves of €250 million, at the 1.1255 rate, take 21 times to about 16.8 times. The step to 13 times needs about $413 million more of adjusted EBITA from the €800 million revenue synergies. The release leaves that drop-through unstated.
What would break the trade, and what is the next catalyst? For PTC, a terminated agreement under the end-date and regulatory clauses, with no parent fee in the section that sets PTC’s $700 million fee. For Schneider, a soft 16 October print and an equity issue struck below €272.80, while software valuations stay where Jefferies, as reported by Reuters, placed them. The next hard date is 16 October 2026. The bookbuild is undated. The closing target is the third quarter of 2027, and the first walk date is 4 April 2027.