Schneider Electric to Acquire PTC Inc. for $205.00 per Share in Cash

Transaction Overview

On November 3, 2026, PTC Inc. filed a preliminary proxy statement (Form PREM14A) with the SEC in connection with its planned acquisition by Schneider Electric SE.

• Acquiring Entity: Schneider Electric SE (via Grand Slam Merger Sub, Inc.)
• Target Company: PTC Inc. (NASDAQ: PTC)
• Merger Consideration: $205.00 per share in cash, without interest
• Agreement Date: October 4, 2026
• Surviving Structure: PTC will survive the merger as a wholly owned subsidiary of Schneider Electric SE.

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Key Voting and Shareholder Approvals

PTC shareholders will vote on two key proposals at an upcoming virtual Special Meeting:

1. The Merger Proposal: Adoption and approval of the Agreement and Plan of Merger.
   • Approval Threshold: Affirmative vote of a majority of the outstanding shares of PTC common stock entitled to vote.
2. The Merger-Related Compensation Proposal: Non-binding advisory approval of executive compensation payable in connection with the merger.
   • Approval Threshold: Affirmative vote of a majority of shares present or represented by proxy and voting.

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Board Recommendation & Financial Advisors

• Unanimous Approval: The PTC Board of Directors unanimously determined the merger to be fair, advisable, and in the best interests of PTC and its shareholders, recommending shareholders vote FOR both proposals.
• Advisory Opinion: Evercore rendered an opinion to the PTC Board regarding the transaction consideration (attached as Annex B to the filing).

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Appraisal Rights

Under Part 13 of the Massachusetts Business Corporation Act (MBCA), PTC shareholders are entitled to exercise statutory appraisal rights to demand the "fair value" of their shares in cash, subject to proper notice and non-approval of the merger proposal prior to the vote.