France’s Schneider Electric has announced an all-cash acquisition of U.S. industrial software company PTC, offering $205 per share—a 42% premium over the closing price before the announcement and valuing its equity at about $22.6 billion. PTC surged overnight, closing at $192, still some way below the offer price.

PTC makes design and product management software for factories; Creo and Windchill are both part of its portfolio. Schneider Electric’s core business is electrical equipment, so this deal amounts to a major push into industrial software. An all-cash offer, with money changing hands upfront, sounds straightforward, but the deal is not expected to close until as late as the third quarter of 2027, and antitrust approval is still pending. The gap between PTC’s share price and the offer price reflects the market’s discount for more than a year of waiting and uncertainty.

The next step is regulatory approval. Whether the gap narrows or remains open depends entirely on how that goes.