Kepware Technologies, a Portland-based software development firm, is being bought for $100 million by a Massachusetts technology company.

PTC Inc., based in Needham, Massachusetts, filed a notice of the impending sale with the Securities and Exchange Commission Wednesday morning. The deal would require PTC to acquire all Kepware’s outstanding shares for up to $118 million, with $100 million being paid at closing and another $18 million being paid if Kepware hits certain performance benchmarks.

Kepware Technologies CEO Tony Paine, shown overseeing Augusta’s Farrington Elementary School fourth-graders Gabriel Biasuz, left, and Jared Barker, who are using laptops that his company donated, says the impending sale won’t affect Kepware’s local footprint. 2014 Kennebec Journal file

The sale is expected to close in early 2016, pending regulatory approval.

Kepware, founded by Corson “Corky” Ellis in 1995, develops software that allows disparate industrial machinery to communicate with each other, and with other software applications. It posted $20 million in revenue over the past year and has customers in more than 120 countries, including in the manufacturing, oil and gas, and power and utilities industries, according to a news release announcing the sale.

Tony Paine, company CEO, told the Press Herald the impending sale wouldn’t affect Kepware’s local footprint. He said it expects to maintain its Maine operations and staffing.

“We plan on growing our team right here in Portland, Maine,” he said. “If you do homework, you’ll see PTC has acquired other companies and as a result has grown its number of offices across the globe and we’ll just become a new office. Our opportunity is to go and be able to tap the Portland, Maine, talent pool.”

Kepware has more than doubled its headcount over the past several years and now employs 115.

“We’ve had some tremendous growth over the last several years,” said Paine, who was one of the first software engineers Ellis hired in 1996.

While well-known throughout the technology community in Maine, Kepware has built a reputation outside of business circles for its work advocating for science, technology, engineering and math studies, or STEM education.

The company has supported a number of efforts, including the Robotics Institute of Maine, which encourages student participation in high school robotics teams, and Project>Login, an effort to increase the number of college students studying computer science and connecting them with Maine employers. Last year, Kepware bought 24 laptops for an elementary school in Augusta.

Founded in 1985, PTC employs nearly 6,000 people, according to its annual report filed with the SEC.

Of that number, fewer than half (2,263) were in the United States. It now leases nearly 1.4 million square feet of real estate across 99 locations, including 321,000 square feet at its headquarters in Needham and about 222,000 square feet in India, where it conducts a significant amount of its research and development, according to the SEC filing.

The purchase will enhance PTC’s entry into factory settings and industrial “Internet of Things,” a phrase referring to the fact that more and more items, including industrial machinery, are connected to the Internet and so are able to send and receive data, according to a news release from PTC.

“Kepware and PTC share a common vision of helping organizations realize the potential of the Industrial Internet of Things,” Paine said in the news release.

“We believe this acquisition will benefit our customers, partners and employees – and ultimately drive software innovation for industrial automation markets. We are excited for the opportunity to become part of PTC.”

A spokesperson for PTC declined to answer further questions until after the deal closes.

Kepware’s software has allowed customers to collect valuable data from their machines for 20 years, long before “Internet of Things” became a buzzword, Paine said. What’s changed is that while customers used to collect the data internally, the industry is moving in the direction of connecting their machines to the Internet and utilizing Big Data applications to track and crunch numbers in the cloud. Kepware has adjusted its products to the new industrial standards to allow that, Paine said.

“We believe this acquisition will provide Kepware with substantially greater market access and financial resources, allowing us to grow faster, capture a larger global market share, and become a clear leader in the fast-moving ‘Internet of Things’ era,” Paine wrote in a letter to Kepware’s customers.

A BIG DEAL FOR MAINE

A $100 million acquisition of a Maine company would be a significant deal in any industry in the state, but it’s especially noteworthy for a technology company posting annual sales of $20 million, according to Sam Adams, managing director of Corporate Finance Associates’ Portland office, which has brokered many mergers and acquisitions.

“You can certainly say with confidence this is one of the largest transactions in the state this year and definitely one of larger ones for technology companies frankly in recent memory,” he said.

“In the technology space, they’re pretty well alone.”

Ellis bootstrapped the company since its founding two decades ago. He’s still the majority owner, according to Paine. The stock-purchase agreement reveals the other owners are either family or executive leadership.

The other shareholders who will be selling their shares to PTC are Paine; Marion Freeman, Ellis’ wife; Kepware President Brett Austin; Francis Corson Ellis; Linden Farr Ellis; and three family trusts, according to the agreement.

Adams said he sees the deal as a “bellwether” for Maine’s burgeoning technology scene, and how its tech companies are viewed from outside the state.

“Maine’s technology companies have achieved a certain degree of momentum that hopefully will continue and hopefully this deal should be an inspiration for smaller technology companies that are developing profitability and strategic growth here in the state,” Adams said. “What does it say? It says it can happen here, and that’s really great news.”

This deal could also heighten investors’ confidence in Maine-based startups, he said.

“Investors invest in companies not only because they believe in them and want their equity to become more valuable, but they also want more exits,” Adams said.

“It’s like flying a plane – you want a safe takeoff and a safe landing. So when you have a liquidity event and investors have been rewarded, it encourages other investors to invest in other technology companies in Maine. This shows we’re clearly on the radar.”

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