TPG to Acquire PTC's Industrial Connectivity and IoT Businesses

Rhea-AI Summary

PTC (NASDAQ: PTC) agreed to sell its Kepware industrial connectivity and ThingWorx IoT businesses to TPG, with TPG investing via TPG Capital.

The companies said the deal will give Kepware and ThingWorx additional capital and expertise to accelerate growth while enabling PTC to concentrate on its Intelligent Product Lifecycle strategy focused on CAD, PLM, ALM, SLM, AI, and SaaS. The transaction is expected to close in first half of calendar year 2026, subject to regulatory approvals and closing conditions.

Positive

• TPG investment provides additional capital and expertise for Kepware and ThingWorx
• PTC refocuses on Intelligent Product Lifecycle, CAD, PLM, ALM, SLM, AI and SaaS
• Transaction targets close in H1 2026 (subject to approvals)

Negative

• PTC divests Kepware and ThingWorx, reducing product portfolio breadth
• Deal remains subject to regulatory approvals and other closing conditions

• Sale of Kepware and ThingWorx businesses enables PTC to increase focus on Intelligent Product Lifecycle vision
• Transaction will provide the Kepware and ThingWorx businesses with additional resources for growth

BOSTON and SAN FRANCISCO and FORT WORTH, Texas, Nov. 5, 2025 /PRNewswire/ -- PTC (NASDAQ: PTC) and TPG, a leading global alternative asset management firm, today announced a definitive agreement under which TPG will acquire PTC's Kepware® industrial connectivity and ThingWorx® Internet of Things (IoT) businesses (the "businesses").

The transaction would provide the businesses with additional capital and expertise to accelerate growth and further their leadership to meet the evolving connectivity and data needs of manufacturing organizations. TPG will invest in the businesses through TPG Capital, the firm's U.S. and European private equity platform.

"We're pleased to reach this agreement with TPG as we increase our focus on delivering our Intelligent Product Lifecycle vision for customers through our core CAD, PLM, ALM, and SLM offerings and the ongoing adoption of AI and SaaS," said Neil Barua, President and CEO, PTC. "With our resources and investments concentrated in these areas, we are confident we can help our customers address their most pressing challenges by enabling them to fully leverage the value of their product data and to transform each stage of the product lifecycle."

Barua continued, "Kepware and ThingWorx are leading products, and we are pleased that they are gaining an outstanding partner in TPG that is committed to their future growth and to meeting the evolving needs of customers. We look forward to continuing to work with these businesses as they scale and evolve under TPG's ownership."

"There is a generational opportunity to evolve and progress manufacturing through solutions that bridge the gap between operational and information technology," said Art Heidrich, Partner at TPG. "Kepware and ThingWorx are driving the digital transformation of the shop floor, helping customers manage and improve their production processes. We are excited to partner with PTC and look forward to supporting the next chapter of growth for these software platforms."

Kepware facilitates connectivity between industrial automation devices and applications, acting as a communication platform that enables data exchange and integration across a diverse range of industries including manufacturing, oil and gas, and utilities to simplify the process of collecting, monitoring, and controlling data from multiple sources. ThingWorx is a comprehensive IoT platform for industrial enterprises that connects systems, analyzes data, and enables the remote management of devices through a secure and scalable architecture.

The transaction is expected to close in the first half of calendar year 2026, subject to the satisfaction of regulatory approvals and other closing conditions.

Advisors
Centerview Partners is serving as exclusive financial advisor, and Simpson Thacher & Bartlett LLP and Choate Hall & Stewart LLP are serving as legal advisors to PTC in connection with the sale of the businesses to TPG.

Evercore is serving as lead financial advisor to TPG, and Barclays is also serving as financial advisor. Ropes & Gray LLP is serving as legal advisor to TPG.

About PTC
PTC (NASDAQ: PTC) is a global software company that enables manufacturers and product companies to digitally transform how they design, manufacture, and service the physical products that the world relies on. Headquartered in Boston, Massachusetts, PTC employs over 7,000 people and supports more than 30,000 customers globally. For more information, please visit www.ptc.com.

PTC.com  @PTC Blogs

About TPG
TPG is a leading global alternative asset management firm, founded in San Francisco in 1992, with $286 billion of assets under management and investment and operational teams around the world. TPG invests across a broadly diversified set of strategies, including private equity, impact, credit, real estate, and market solutions, and our unique strategy is driven by collaboration, innovation, and inclusion. Our teams combine deep product and sector experience with broad capabilities and expertise to develop differentiated insights and add value for our fund investors, portfolio companies, management teams, and communities.

Cautionary Note About Forward-Looking Statements
This press release contains forward-looking statements about future events and expectations, including the likelihood and expected timing of closing of the transaction and the anticipated benefits of the transaction. These statements are "forward-looking statements" that involve risks and uncertainties that could cause actual results to differ materially from those projected as a result of certain risks and uncertainties, including that regulatory approvals under the Hart-Scott-Rodino Act and other applicable laws may not be received when or as we expect; other closing conditions may not be satisfied when or as we expect or may be waived; the transaction may not be consummated; the anticipated benefits of the transaction may not be realized when or as we expect; the transaction may be more disruptive to PTC's business and the businesses than we expect; and other risks and uncertainties described in PTC's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the U.S. Securities and Exchange Commission.

PTC Contacts:

Media
Greg Payne
gpayne@ptc.com

Investor Relations
Matt Shimao
mshimao@ptc.com
investor@ptc.com

TPG Contacts:

Courtney Power
media@tpg.com

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SOURCE PTC Inc.

FAQ

What did PTC announce on November 5, 2025 about Kepware and ThingWorx (PTC)?

PTC announced a definitive agreement to sell its Kepware and ThingWorx businesses to TPG, with the transaction expected to close in H1 2026 subject to approvals.

How will the TPG acquisition affect Kepware and ThingWorx growth (PTC)?

TPG said it will provide additional capital and expertise to accelerate growth and support the platforms' scale and evolution.

Why is PTC selling Kepware and ThingWorx and what will it focus on next (PTC)?

PTC said the sale lets it increase focus on its Intelligent Product Lifecycle strategy—CAD, PLM, ALM, SLM, AI and SaaS offerings.

When will the PTC–TPG transaction close and what conditions remain (PTC)?

The transaction is expected to close in the first half of calendar year 2026, subject to regulatory approvals and other customary closing conditions.

Which advisors are working on the PTC and TPG deal (PTC)?

PTC's advisors include Centerview Partners and legal counsel Simpson Thacher & Bartlett LLP and Choate Hall & Stewart LLP; TPG's advisors include Evercore, Barclays, and legal counsel Ropes & Gray LLP.