PTC Inc. has entered into a definitive merger agreement to be acquired by Schneider Electric SE in an all-cash transaction. Upon completion, PTC will become a wholly owned subsidiary of Schneider Electric, and its common stock will be delisted from the Nasdaq Global Market.
Key Details
- Transaction Terms: Schneider Electric will acquire all outstanding shares of PTC common stock for $205.00 per share in cash.
- Financing: The transaction is not conditioned on financing. Schneider Electric has secured a debt commitment for a $25 billion bridge term loan facility to fund the merger.
- Termination Fee: PTC will be required to pay Schneider Electric a termination fee of $700 million under certain specified circumstances, such as terminating the agreement to accept a superior offer.
- Approvals: The merger is subject to approval by PTC shareholders, as well as the expiration of waiting periods under antitrust laws (including Hart-Scott-Rodino) and approval by the Committee on Foreign Investment in the United States (CFIUS).