PTC Inc. and Rockwell Automation, Inc. announced that they have entered into a definitive agreement for a strategic partnership that is expected to accelerate growth for both companies and enable them to be the partner of choice for customers around the world who want to transform their physical operations with digital technology. As part of the partnership, Rockwell Automation will make a $1 billion equity investment in PTC, and Rockwell Automation’s Chairman and CEO, Blake Moret, will join PTC’s board of directors effective with the closing of the equity transaction.
The partnership leverages both companies’ resources, technologies, industry expertise, and market presence, and will include technical collaboration across the organizations as well as joint global go-to-market initiatives. In particular, PTC and Rockwell Automation have agreed to align their respective smart factory technologies and combine PTC’s ThingWorx IoT, Kepware industrial connectivity, and Vuforia augmented reality (AR) platforms with Rockwell Automation’s FactoryTalk MES, FactoryTalk Analytics, and Industrial Automation platforms. The result will be an integrated information solution that will enable customers to achieve increased productivity, heightened plant efficiency, reduced operational risk, and better system interoperability.
Rockwell Automation’s solutions business will be a preferred delivery and implementation provider, supported by an ecosystem of partners that both companies have established. The strength of both companies across geographies, end markets, and applications is complementary.
Terms
Under the terms of the agreement relating to the equity investment, Rockwell Automation will make a $1 billion equity investment in PTC by acquiring 10,582,010 newly issued shares at a price of $94.50, representing an approximate 8.4% ownership interest in PTC based on PTC’s current outstanding shares pro forma for the share issuance to Rockwell Automation. The price per share represents an 8.6% premium to PTC’s closing stock price on June 8, 2018, the last trading day prior to the announcement. Rockwell Automation intends to fund the investment through a combination of cash on hand and commercial paper borrowings. Rockwell Automation will account for its ownership interest in PTC as an Available for Sale security, reported at fair value.
PTC and Rockwell Automation Share Repurchases
PTC intends to use the proceeds from the equity investment to repurchase stock to offset dilution.
As separately announced today, Rockwell Automation is increasing its share repurchase target for fiscal year 2018 to $1.5 billion. This represents a $300 million increase to its previous plans to repurchase $1.2 billion of its stock in fiscal year 2018.
The investment transaction is subject to customary closing conditions and regulatory approvals, and is expected to close within 60 days.