Status: proposed, not completed. On 24 September 2026 Schneider Electric announced an intended voluntary public takeover offer for Shelly Group SE at €70 per share, valuing the company at about €1.2 billion. The offer is conditional and has not closed. Everything below describes a proposed transaction.
A Bulgarian technology company that began as a mobile-services business in Sofia now sells smart-home devices in more than 100 countries, sits in Germany's SDAX index and has attracted a bid from one of Europe's largest industrial groups. By the company's own account it is the first Bulgarian company in Deutsche Börse's DAX index family, and press describes it as Bulgaria's second tech unicorn. This article explains what Shelly does, reconstructs the route from the Bulgarian Stock Exchange via Frankfurt, and asks what other founders can take from it.
What Shelly does
Shelly builds small, inexpensive smart-home and building-automation devices. Its signature product is the smart relay: a module that fits behind an existing wall switch or into a light fitting and makes it controllable from a phone, a schedule or another system, without rewiring the home. The range has since grown to smart plugs, sensors (for example water-leak sensors), energy meters and DIN-rail products for electrical cabinets. Forbes describes Shelly as a Bulgarian brand that has moved from an enthusiast favourite to something accessible to ordinary users with basic DIY skills.
Open and local by design. Devices are controlled through the Shelly Smart Control app, and the cloud is optional: with local network control switched on, devices keep working over the home network without internet access, as Shelly's support documentation explains.
Modern standards. The Gen4 line, shown at CES 2025, combines Wi-Fi, Bluetooth, Zigbee and Matter, and the company has announced further Matter products for 2026.
Two customer groups. The company describes its business as IoT and smart building solutions for DIY users and for professionals such as electricians and installers.
On scale, Shelly's Investor Report 2025 states that more than 28.8 million devices have been sold, 11 million of them in the last twelve months, in more than 100 countries. It counts 2.7 million cloud users at the end of 2025, up 46% on the year, and estimates about 5.6 million households worldwide use Shelly products. Third- and fourth-generation devices rose from about 20% of revenue in 2024 to about 60% in 2025. The company has subsidiaries in Germany, Bulgaria, Slovenia, Poland, the United States and China.
From Teracomm to Shelly: the origin
The company's roots are older than the brand. According to published company histories, Dimitar Dimitrov and Svetlin Todorov built a Sofia business, Teracomm, in 2003 around mobile value-added services. It was combined into the holding company Allterco in 2010, and Allterco Robotics was created in 2015 for IoT products. The Shelly 1 open-API relay launched in August 2018 and became the breakthrough product. In July 2023 the company renamed itself Shelly Group after its main product line. (Founding and early-product dates come from secondary company profiles; the company's own history pages should be checked before they are quoted elsewhere.)
That makes the commercial Shelly story short: about eight years from the first relay to a proposed €1.2 billion takeover, on a corporate foundation built over two decades.
What is confirmed about the proposed takeover
Offer: €70 in cash per share, about €1.2 billion. According to the companies, this is a 27% premium to the unaffected reference price of 28 July 2026 (reported as €55.20) and 22% to the reference price of 23 September.
Support: Co-founder Dimitar Dimitrov (about 29%) is expected to tender his shares and reinvest part of his proceeds alongside Schneider for at least three years. Co-founder Svetlin Todorov's roughly 28%, held personally and through Salisto Holdings, is covered by a separately structured acquisition.
Conditions: at least 95% acceptance and regulatory clearances; closing targeted for the first quarter of 2027.
Process: on 28 September the bidder vehicle, SE 2026 A SAS, registered the tender offer with Bulgaria's Financial Supervision Commission (FSC). The acceptance period begins once the FSC approves the offer document.
Bulgarian footprint: Schneider says it intends to keep Shelly's headquarters, organisational structure, workforce, R&D and engineering functions in Bulgaria for at least three years after completion.
Schneider's stated rationale is that Shelly's software-led home energy platform, combined with Schneider's technology, can deliver “the next level of Energy Intelligence across residential, retrofit and small commercial buildings” (quoted from the announcement as reported by trade press). The logic is easy to follow: homes are adding rooftop solar, heat pumps, batteries and electric cars, and Shelly's devices install into existing wiring. That is the parties' view, but it is a coherent one.
The path, step by step
When
Step
2003
Teracomm founded in Sofia by Dimitar Dimitrov and Svetlin Todorov
2010 / 2015
Holding company Allterco formed; Allterco Robotics created for IoT products
December 2016
Listing on the Bulgarian Stock Exchange
August 2018
Shelly 1 open-API relay launched
November 2021
Secondary listing in the Prime Standard of the Frankfurt Stock Exchange; market capitalisation estimated at about €277 million
April 2024
Admission to Xetra, Deutsche Börse's electronic trading system
June 2024 – September 2025
Share placements with institutional investors, including founder placements in 2025, to widen the free float
August 2025
Market valuation passes $1 billion; press describes Shelly as Bulgaria's second tech unicorn after Payhawk
10 April 2026
Inclusion in the SDAX; the company describes itself as the first Bulgarian company in the DAX index family
24 / 28 September 2026
Schneider announces the intended offer; it is registered with the FSC
Novinite also reports that the shares debuted in Sofia in 2016 at 1.45 leva and reached about 89 leva by June 2025, a roughly sixty-fold rise. That is press-reported and not adjusted by us for corporate actions such as share splits.
What stayed Bulgarian, and why it matters
Legal seat, ownership and engineering. Shelly Group SE is seated in Sofia (it converted to a European company, SE, in December 2024). Hardware and software development runs through the Sofia entity, with a further development subsidiary in Slovenia.
Manufacturing. Production is contracted to a manufacturer in China, with capacity being expanded from roughly 800,000 units a month towards 1.5 million and more. This is a normal model for hardware companies and keeps the Bulgarian operation focused on design and software.
Customers. In 2025 about €136 million of €149.7 million revenue (roughly 91%) came from Europe: about €62.0 million from the German-speaking countries and about €74.0 million from the rest of Europe. Revenue from Bulgaria itself is not broken out in the documents we reviewed.
Sales leadership. Co-CEO Wolfgang Kirsch leads sales and marketing across the company's markets.
Our reading: Shelly is a Bulgarian-engineered, Bulgarian-owned product company that sells to Europe. Schneider's commitment is to keep exactly the engineering and headquarters side for at least three years. For Bulgarian founders that is the point worth noticing: a buyer of this size is paying for the product and the platform while committing to the location where they are built.
What Frankfurt added
When the Frankfurt secondary listing began in 2021, the company's stated aim was easier access to the shares for investors worldwide and better prospects for raising capital. Frankfurt is the largest capital market in the European Union, and Shelly kept its Bulgarian listing. The steps that followed built the investor base deliberately:
Visibility and access. Prime Standard listing (2021), Xetra access (2024), placements with institutional investors (2024 and 2025) and, finally, the SDAX (2026). Market-data providers list the free float at roughly 43%.
Liquidity. According to the Investor Report 2025, average daily trading on German venues was roughly 6,000 shares in 2025, and roughly 11,700 a day on Xetra in the first quarter of 2026. That is a clear improvement on earlier years from a low base.
Index membership. The SDAX puts the stock in front of German small-cap funds and benchmark-driven buyers.
One distinction is worth keeping. The record supports Frankfurt as a visibility and liquidity builder. It does not by itself show that the listing caused Schneider's bid: the founders hold about 57% and negotiated directly, and the public shareholders' role is to accept a price. The data that would measure the listing's contribution, such as shareholder geography, Sofia-versus-Frankfurt volumes and analyst coverage over time, was not available to us, and we say so rather than infer it.
Growth before the offer
Year
Revenue
DACH share of revenue
2021
€30.4 million
not reviewed
2022
€48.1 million
not reviewed
2023
€74.9 million
49%
2024
€106.7 million
47%
2025
€149.7 million
about 41% (our calculation from €62.0 million)
Revenue grew roughly fivefold between 2021 and 2025, with 2025 up 40.3% against estimated market growth of 10–15% according to the company. The DACH share has eased only because the rest of Europe grew faster, while DACH revenue itself kept rising. Profitability grew with scale: adjusted 2025 EBIT was €37.7 million (a 25.2% margin), and in the first half of 2026 the company reported revenue of €68.3 million (+26.5%), EBIT of €17.7 million (a 26.0% margin), net profit of €15.4 million and cash of €31.9 million. It guides to €195–205 million revenue and €47–52 million EBIT for 2026.
These multiples are our own arithmetic on the headline equity value, not enterprise values: net debt at the offer date is not published in the documents we reviewed, and Shelly reported €31.9 million of cash at 30 June 2026.
Metric
Basis
At €1.2bn
Equity value / revenue
FY 2025 actual (€149.7 million)
about 8.0x
Equity value / revenue
FY 2026 guidance midpoint (€200 million)
about 6.0x
Equity value / adjusted EBIT
FY 2025 (€37.7 million)
about 32x
Equity value / EBIT
FY 2026 guidance midpoint (€49.5 million)
about 24x
Read these as a range for a fast-growing, 25%-margin hardware-and-software platform rather than as a verdict. Three notes on method: we found no published EBITDA, so we use EBIT; the 2025 EBIT excludes a non-cash accrual under the management share programme; and “about €1.2 billion” is rounded, since the share count implied by the free-float figures points to roughly €1.27 billion at €70 on every share, which would raise each multiple by about six percent. The offer document should settle this. Sell-side commentary after the announcement viewed the deal as a sensible bolt-on for Schneider; we treat that as opinion.
A founder structure with a future in it
Dimitrov is expected to tender about 29% and reinvest part of the proceeds with Schneider for at least three years. That keeps a founder invested in the outcome and gives the three-year Bulgarian commitment a human anchor.
Todorov's roughly 28% is acquired through a separate structure. The offer documentation should show its price and form of consideration.
The 95% threshold needs most of the roughly 43% held by others to accept. Institutions that bought through the placements and the SDAX phase will decide whether €70 is enough.
What Bulgarian founders can take from this
A product with an open platform can scale from Sofia. The Shelly 1's open API and local control built a large installed base: 28.8 million devices and 2.7 million cloud users by the end of 2025.
The public-market route is real for profitable companies. The evidence we reviewed shows profitable growth and founder share sales rather than repeated venture rounds (we did not audit the full capital history). A 25% EBIT margin opened doors in Frankfurt that cash-burning models struggle to open.
A secondary listing builds step by step. The Frankfurt listing (2021) was followed by Xetra, placements and the index. Plan for years, not a single event.
Engineering can stay in Bulgaria and still serve DACH. That combination is the core of what a strategic buyer has proposed to keep.
Public markets and venture capital answer different needs. Our analysis of the €210 million JEREMIE strategy covers the venture side; Shelly shows the listed route for a company that can fund itself. One company is not a trend, but it is a proof of possibility.
Verified 1 October 2026. The takeover is proposed and conditional and has not closed; we will update this article as the offer document, regulatory decisions, acceptance levels and any revised terms are published. Valuation multiples, the 2025 DACH share and the implied share count are Start in BG's own calculations from the figures cited. Start in BG has no financial relationship with Schneider Electric, Shelly Group, its founders or any of the exchanges named. This article is independent general information, not investment, legal or tax advice.
Bulgaria's renewed JEREMIE programme is expected to mobilise about €210 million for high tech and scale-ups. What is confirmed, what remains unknown and what DACH investors and founders should examine.
Bulgaria posted the EU's second-highest annual growth in Q2 2025 while Germany's economy shrank. What is behind the gap, and what it does and does not tell you.
Bulgaria's economy maintained solid growth in the second quarter of 2025. GDP rose by 3.1% year-on-year, mirroring the gains seen in Q1, and increased 0.7% …