CEE M&A Monitor
Smart home · IoT devices and software Bulgaria · France Public takeover offer — agreed, not yet launched 24 Sep 2026

Schneider Electric agrees terms for a €1.2bn takeover offer for Bulgaria's Shelly Group, backed by both founders

On 24 September 2026 Shelly Group SE, a Sofia-based maker of smart-home and smart-building devices listed on the Bulgarian Stock Exchange since 2016 and in Frankfurt since 2021, announced that it has signed an investment agreement with SE 2026 A SAS, a wholly-owned subsidiary of Schneider Electric SE. The agreement sets out the terms on which Shelly would support an intended voluntary public takeover offer for all its shares at €70.00 in cash per share. Schneider Electric puts the value of the transaction at about €1.2 billion. The price is 27% above the unaffected reference price of €55.2 — the six-month volume-weighted average as of 28 July 2026, the trading day before market rumours about the deal — and 22% above the €57.5 reference price on 23 September. The two founders hold about 57% between them. Co-CEO Dimitar Dimitrov (about 29%) has committed to tender his shares and to reinvest part of the proceeds alongside Schneider Electric for at least three years; he is expected to remain co-CEO with Wolfgang Kirsch. Co-founder Svetlin Todorov (about 28%, held directly and through Salisto Holdings) has agreed to sell in two tranches: an initial non-controlling block of 5% and a further block of about 23% after merger clearance. Both purchases are cancelled if the offer fails. The offer will carry a 95% minimum acceptance threshold, after which Schneider Electric intends to squeeze out remaining shareholders and pursue a delisting. No offer has yet been registered or published: it is to be filed with Bulgaria's Financial Supervision Commission, whose clearance is expected at the end of November or early December 2026, with closing expected by the first quarter of 2027. Under the agreement Schneider Electric intends to keep Shelly's headquarters in Bulgaria and its existing organisation and workforce for at least three years after completion. Shelly's board has taken the preliminary view that an offer at this price would be in the company's interests.

Our take The founders are taking two different exits from the same deal. One sells everything; the other tenders, reinvests part of the money and stays on as co-CEO. That split is common when founders want different things from the rest of their working lives, and a buyer that can accommodate both removes the main source of friction before an offer is even filed. The premium is worth reading carefully. Measured against the price before the July rumours it is 27%; against the price on the eve of the announcement it is 22% — part of the uplift was already in the market. And the 95% threshold means the founders' 57% is not enough on its own: almost the entire free float has to accept. The commitments on headquarters, organisation and workforce for three years are written into the investment agreement rather than left to a press statement. A Bulgarian company that started out selling connected devices and describes itself today as a software-led home-energy platform is being valued at about €1.2 billion by a global energy-technology group.
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