PTC (NASDAQ: PTC) today announced that it has signed a definitive agreement to acquire ServiceMax for approximately $1.46 billion in cash on a debt-free, cash-free basis from an entity majority owned by Silver Lake. ServiceMax is a recognized leader in cloud-native, product-centric field service management (FSM) software. The acquisition is expected to strengthen PTC's closed-loop product lifecycle management (PLM) offerings by extending the digital thread of product information into downstream enterprise asset management (EAM) and FSM capabilities. Subject to the satisfaction of regulatory approval and other applicable closing conditions, the transaction is expected to close in early January 2023.
- Acquisition expected to strengthen service capabilities of PTC's closed-loop PLM portfolio
- PTC's manufacturing customers rely on field service management for product performance, customer satisfaction, and profitability expansion
- Strong synergies between PTC and ServiceMax's manufacturing customers and product portfolios
- Transaction expected to be accretive to PTC's SaaS ARR and cash flow in FY'23
"The addition of ServiceMax will realize a key part of PTC's closed-loop PLM strategy," said Jim Heppelmann, President and CEO, PTC. "The PLM capabilities PTC has long offered to engineering and manufacturing departments provide the system of record for the digital definition of any product configuration. ServiceMax will complement this by providing the system of record for monitoring and servicing product instances after they leave the factory and move into customer use. Upon completion of this acquisition, PTC will have the unique ability to complement the full digital product definition from our computer-aided design (CAD) and PLM solutions with detailed usage information from our internet of things (IoT) solutions and the complete service history from ServiceMax. PTC is poised to be the only company that will be able to offer manufacturers this comprehensive view of their products at each stage of the lifecycle."
"ServiceMax and PTC have a longstanding relationship rooted in the common profile of our customers, the natural synergies of our products, and a shared understanding of the importance of product data at different stages of the lifecycle," said Neil Barua, CEO, ServiceMax. "PTC has a strong and consistent track record of success, and now following the growth and innovation we've achieved during our partnership with Silver Lake, we're excited for the ServiceMax team to strengthen the service offerings of PTC's digital thread and closed-loop PLM portfolio."
Partners since 2015, PTC and ServiceMax both support manufacturers of complex, highly configured products for the medical device, industrial products, aerospace, and related verticals. These manufacturers view field service as a strategic part of their businesses to maintain product performance, extend their products' lifecycles, increase customer satisfaction, drive revenue growth, and expand profitability.
ServiceMax provides a comprehensive suite of cloud-native FSM capabilities built on the Salesforce platform. These capabilities include managing all relevant information about serviced products – product description, serial number, service history, and more – creating and managing work orders, and scheduling and dispatching technicians. ServiceMax's FSM capabilities are also closely integrated with Salesforce's customer relationship management (CRM) system, which bridges a deep understanding of the product with an equally deep understanding of the customer.
ServiceMax's FSM capabilities will complement PTC's entire digital thread portfolio: leveraging product definition data from PTC's Creo® and Windchill® solutions, technical publishing capabilities from PTC's Arbortext® software, service parts management capabilities from PTC's Servigistics® software, IoT and digital twin capabilities from PTC's ThingWorx® solutions, and augmented reality (AR) capabilities from PTC's Vuforia® software. For example, by remotely monitoring connected products with ThingWorx, customers could proactively detect service needs and automatically generate service orders in ServiceMax. Service technicians could leverage 2D work instructions from Arbortext or 3D AR work instructions created in Vuforia that are derived from the product's digital product definition information created in Creo and managed in Windchill. Technicians could also leverage a more detailed understanding of service activities to better optimize spare parts inventory with Servigistics.
Transaction Details and Financial Impact
The purchase price will be funded in two stages, with $808 million paid at closing and $650 million paid in October 2023. The transaction will be funded with cash on hand, borrowings under PTC's existing credit facility, and a new $500 million committed term loan.
ServiceMax is expected to contribute approximately $160 million in ARR for PTC's Q2'23.
The transaction is expected to be accretive to PTC's FY'23 cash flow from operations, free cash flow, and adjusted free cash flow targets.
PTC's management plans to provide additional details on the proposed acquisition during its Investor Day event to be held later today from 10:00 a.m. – 12:00 p.m. EST. More information about the event is available here: FY'23 Investor Day event.
Centerview Partners LLC acted as exclusive financial advisor to PTC on the transaction and Goodwin Procter LLP served as legal counsel. JPMorgan Chase Bank, N.A., BofA Securities, Inc., The Huntington National Bank, and TD Securities (USA) LLC will provide transaction financing to PTC.
Barclays acted as financial advisor to ServiceMax, and Ropes & Gray LLP served as legal counsel.
Cautionary Note About Forward-Looking Statements
This news release contains forward-looking statements about future events and expectations, including the expected timing of closing of the acquisition, the expected effect of the acquisition on our FY'23 SaaS ARR and cash flows, the expected effect on our digital thread and closed-loop PLM portfolio, the expected value of the acquired technology to our customers and our business, and the integration of and expectations about the companies' product offerings. 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 approval under the Hart-Scott-Rodino Act 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 macroeconomic environment could deteriorate, which could affect demand for our products and the ServiceMax product; the acquired technology may not provide the access to customers and markets that we expect if those customers and markets are not receptive to the technology; we may be unable to integrate the acquired technology when or as we expect; key ServiceMax employees may not stay with PTC, which could disrupt the ServiceMax business and our ability to successfully integrate and operate the ServiceMax business; and other risks and uncertainties described in PTC's most recent Annual Report on Form 10-K and other filings with the U.S. Securities and Exchange Commission.