Schneider Electric: Our take on the PTC / Schneider proxy filing

The PTC/Schneider preliminary proxy statement, including its background section, has been filed with the SEC. It details the genesis of discussions between PTC and Schneider, plus two other interested parties anonymised as Company X and Company Y. In early 2025 Company X reached out to PTC and ultimately made a written non-binding proposal on 2 July 2025 to acquire PTC for 228 US dollars per share in a mix of cash and Company X stock; after an article speculated about a strategic transaction, Company X terminated discussions on 9 July 2025. Given the newsflow, we assume Company X was Autodesk. In May 2025 Schneider indicated potential interest in a combination with PTC involving contributed software assets and cash with PTC remaining listed, akin to its past Aveva structure, which we viewed as unnecessarily complex and unattractive. On 8 September 2026 Schneider proposed 190 US dollars per share in cash, subsequently raising to 200 and then 205 US dollars, which the PTC board ultimatel