TPG Global, LLC entered into an asset purchase agreement to acquire Kepware® industrial connectivity and ThingWorx® Internet of Things businesses from PTC Inc. (NasdaqGS:PTC) for approximately $730 million on November 5, 2025. A cash consideration of $600 million, an earnout/contingent payment of $125 million cash, in certain circumstances following a sale of the Business by Purchaser. TPG will also assume certain liabilities of the businesses.
The transaction is subject to approval by regulatory board / committee, subject to antitrust regulations, and other closing conditions. The transaction is expected to close in the first half of 2026, but not prior February 1, 2026.
Centerview Partners LLC acted as financial advisor for PTC Inc. Eric M. Swedenburg, Jakob Rendtorff, William N. Lay, Lori Lesser, Jamie Talbot, Tristan Brown, Sophie Staples, Alec Jarvis, Christopher Brown, Sunny Cheong, Krista McManus and Steven DeLott of Simpson Thacher & Bartlett LLP, John R. Pitfield of Choate, Hall & Stewart LLP and Anshu Choudhary, Anchal Dhir, Abe Abraham, Kunal Savani, Sindhushri Badarinath and Anirban Mohapatra of Cyril Amarchand Mangaldas served as legal advisors to PTC.
Evercore Inc. and Barclays Capital Inc. acted as financial advisor for TPG. Jason Freedman, Minh-Chau Le, and Reed Harasimowicz of Ropes & Gray LLP acted as legal advisor for TPG. Annie Herdman of Paul, Weiss, Rifkind, Wharton & Garrison LLP advised TPG in the antitrust aspects of its acquisition of PTC?s Kepware® industrial connectivity and ThingWorx® Internet of Things (IoT) businesses. On February 5, 2026, it was announced that the transaction was expected to close on or before April 1, 2026.
TPG Global, LLC completed the acquisition of Kepware® industrial connectivity and ThingWorx® Internet of Things businesses from PTC Inc. (NasdaqGS:PTC) on March 16, 2026. PTC will use the net after-tax proceeds for share repurchases and intends to enter into a $375 million accelerated share repurchase agreement in Q2?26, with final settlement expected in Q3?26.
PTC Inc. is a global software company that enables industrial and manufacturing companies to digitally transform how they engineer, manufacture, and service physical products. The Company's computer-aided design (CAD) portfolio solutions enable companies to author product data. Its product lifecycle management (PLM) portfolio solutions enable companies to manage product data and orchestrate processes. Its software can be delivered on premises, in the cloud or in a hybrid model. Its PLM products and services include Windchill, ServiceMax, Arena, Codebeamer, Servigistics, and FlexPLM. Its CAD products and services include Creo 3D, Onshape, Vuforia and Arbortext. Its Windchill PLM application suite manages all aspects of the product development lifecycle from concept through service and retirement-by enabling a digital thread of product parts, materials and configuration information.
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