Simpson Thacher, Cyril Amarchand Mangaldas (CAM), Ropes & Gray and JSA advised on the announced sale by PTC Inc. of its Kepware industrial connectivity business and ThingWorx Internet of Things business to TPG for total consideration of $600 million in cash, subject to certain adjustments, along with the right to contingent consideration of up to $125 million in certain circumstances.

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

Simpson Thacher is representing PTC Inc.

The Simpson Thacher team includes Jakob Rendtorff, Eric Swedenburg, William Lay, Matt Suhosky and Ellen Gao (M&A); Lori Lesser, Jamie Talbot, Christine Song, Chandler Gerard-Reimer and Christian Bond (Intellectual Property); Tristan Brown, Laura Gallo, Daniella Villatoro and Skyler Kanfer (Executive Compensation and Employee Benefits); Sophie Staples, Alec Jarvis, Andrew Mandelbaum and Angela Sbano (Tax); Christopher Brown, Cem Islikci, Alexandra Cullen and Celeste Fleetwood (Credit); Sunny Cheong and Joseph Hahn (Capital Markets); Krista McManus (Real Estate); and Steven DeLott (Insurance).

Cyril Amarchand Mangaldas (CAM) acted as Indian law counsel to PTC Inc.

The transaction team comprised Anshu Choudhary, Aman Deep Borthakur and Jyotiranjan Mallick, with strategic inputs and guidance from Anchal Dhir. The employment team included Abe Abraham, Luv Saggi, Nilavan Selvarajan and Jay Bhaskar Sharma. The tax team comprised Kunal Savani, Bipluv Jhingan, Shivam Garg and D. R. Shashank. Employee incentives and RSUs were handled by Sindhushri Badarinath, Abhishek Gabriel and Rashi Kabra, while data protection aspects were advised on by Anirban Mohapatra and Vaibhavi Gangadhar.

Ropes & Gray advised TPG on the acquisition.

The Ropes & Gray team included private equity partners Jay Freedman, Chau Le and Reed Harasimowicz, IP transactions partner Emily Karlberg, employment partner Stephanie Bruce, executive compensation & employee benefits partner Matt Jones, tax partner Tristan Evans-Wilent, finance partner Alex Zeltser, and litigation & enforcement partner Jackie Grise.

JSA advised TPG on the Indian law aspects of the proposed acquisition. The transaction team was led by Partner Vikram Raghani, along with Partner Yashvi Singh, supported by Senior Associate Vaishnavi Vyas, Associates Pranjal Shorey and Tanya Byndoor, and Senior Company Secretary Niki Shah. The employment team was led by Gerald Manoharan, with Partner Sonakshi Das, supported by Associates Shreeya Sucharita and Devika Sreekumar. The tax team was led by Partner Kumarmanglam Vijay, with Partners Shareen Gupta and Surajkumar Shetty, Principal Associate Ruchita Modi and Associate Aditya Patadia.