French energy technology company Schneider Electric plans to buy Shelly Group, the Bulgarian maker of smart home devices, in an all-cash deal that values the company at €1.2 billion. The deal still needs approval from Bulgaria's Financial Supervision Commission and competition regulators. It will go ahead only if Schneider ends up with at least 95% of Shelly's shares.
Schneider announced on September 24 that it had reached an agreement with Shelly Group and its two founders, Dimitar Dimitrov and Svetlin Todorov. Together the founders own about 57% of the company.
The offer
Schneider will offer €70 for every Shelly share it does not already own. The offer will be made through SE 2026 A, a subsidiary of the Schneider Electric group.
The price is 27% higher than Shelly's reference share price of €55.20 before rumors of the deal appeared in late July. It is 22% above the current reference price of €57.50. In Bulgaria, the reference price for a tender offer is the average share price over the previous six months, weighted by trading volume.
Dimitrov owns about 29% of Shelly and is expected to accept the offer. He will also reinvest part of the money together with Schneider for at least three years.
Todorov owns about 28%, personally and through his company Salisto Holdings. He agreed to sell his stake to Schneider directly in two steps. The first is a 5% stake that does not give Schneider control. The remaining 23% or so follows once competition regulators approve the deal. Both sales will be cancelled if the tender offer fails.
Shelly's board of directors welcomed the offer. In a preliminary opinion, the board said a bid at this price would be in the interest of the company, its shareholders and its employees.
What happens next
The deal is not final yet. Schneider will first file the tender offer with the Financial Supervision Commission. After the regulator reviews it, the full terms will be published and shareholders will have a set period to accept.
If Schneider reaches the 95% threshold, it can buy out the remaining shareholders and take Shelly off the stock exchange. If it does not, the offer falls through.
Schneider expects to close the deal by the end of the first quarter of 2027.
Why Schneider wants Shelly
Shelly Group was founded in 2003 by Dimitar Dimitrov and Svetlin Todorov and is based in Sofia. The company, formerly known as Allterco, rebranded as Shelly Group in 2023. It provides IoT and smart building solutions, including a software-based platform for home energy management.
Schneider plans to combine Shelly's platform with its own business in homes, building renovations and small commercial buildings.
"By combining Shelly's software-led home energy platform with Schneider Electric's technology leadership, we unlock the next level of Energy Intelligence across residential, retrofit and small commercial buildings,"
— said Frédéric Godemel, EVP of Energy Management at Schneider Electric.
"Shelly brings differentiated capabilities in connectivity at scale, interoperability and home energy management that strengthen our ability to combine the physical and digital worlds in Home and small buildings," he added.
Deutsche Bank is Schneider's sole financial advisor on the deal. UniCredit Bulbank is acting as the licensed Bulgarian investment intermediary, and Boyanov & Co. and Bredin Prat are the lead legal advisors.
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