Form 8-K · Current report
PTC Inc. 8-K, filed Oct 5, 2026
- Filed
- CIK
- 0000857005
- Accession no.
- 0001193125-26-413124
Summary
PTC Inc. has agreed to be acquired by Schneider Electric SE for $205 per share in cash, with PTC surviving the merger as a wholly owned subsidiary of Schneider Electric. The PTC board approved the merger agreement and recommends shareholder approval, and the deal is subject to shareholder and regulatory approvals including antitrust and CFIUS clearances.
Key points
- PTC stockholders would receive $205 in cash per share, and PTC common stock would be delisted from the Nasdaq Global Market and deregistered under the Exchange Act if the merger closes.
- The merger is conditioned on approval by a majority of PTC's outstanding shares and regulatory clearances including expiration or early termination of the Hart-Scott-Rodino waiting period and CFIUS approval.
- PTC would owe Schneider Electric a $700 million termination fee under specified circumstances, including accepting a Superior Offer or a board recommendation change.
- Schneider Electric has a $25 billion bridge term loan commitment from Morgan Stanley Europe SE and Société Générale; the merger is not conditioned on obtaining financing.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 1.01Entry into a Material Definitive Agreement
- 7.01Regulation FD Disclosure
- 9.01Financial Statements and Exhibits
From the filing
Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On October 4, 2026, PTC Inc., a Massachusetts corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Schneider Electric SE, a société européenne organized under the laws of France (“Schneider Electric”), and Grand Slam Merger Sub, Inc., a Massachusetts corporation and a wholly owned subsidiary of Schneider Electric (“Merger Sub”). …
An excerpt of the text as filed with the SEC, cut for length.
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