ON Semiconductor to acquire Synaptics for $7B in all-stock deal, expanding into Physical AI

At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of Synaptics (“Synaptics

Common Stock”) outstanding immediately prior to the Effective Time (other than shares held by Synaptics, any Synaptics subsidiary, onsemi, any onsemi subsidiary, or Merger Sub, which will be cancelled) will be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of onsemi Common Stock, equal to 1.350 (the “Exchange Ratio”) (the “Merger Consideration”). No fractional shares of onsemi Common Stock will be issued in the Merger, and Synaptics stockholders will receive cash in lieu of any fractional shares, as specified in the Merger Agreement.

Completion of the Merger is subject to certain customary closing conditions, including, among other things, (1) the adoption of the Merger Agreement by the holders of a majority of the shares of Synaptics Common Stock outstanding and entitled to vote (the “Required Synaptics Stockholder Vote”), (2) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the Merger under certain other antitrust and foreign investment regimes, (3) the absence of any order, injunction or law of certain jurisdictions prohibiting the Merger, (4) the effectiveness of the registration statement pursuant to which shares of onsemi Common Stock to be issued in the Merger will be registered with the U.S. Securities and Exchange Commission (the “SEC”), (5) the approval for listing on Nasdaq of shares of onsemi Common Stock to be issued in the Merger, (6) the accuracy of the other party’s representations and warranties, subject to certain standards set forth in the Merger Agreement, (7) compliance in all material respects with the other party’s covenants and other obligations under the Merger Agreement, (8) the absence of a continuing material adverse effect with respect to each of onsemi and Synaptics, and (9) the receipt by each party of customary closing tax opinions regarding the intended tax treatment of the Merger. The parties anticipate the transaction to close in mid-2027.

On June 25, 2026, onsemi and Synaptics jointly issued a press release announcing the execution of the Merger Agreement.

These forward-looking statements involve known and unknown risks and uncertainties, which may cause Synaptics’ or onsemi’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from regulators or the stockholders of Synaptics for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Synaptics or onsemi, including restrictions during the pendency of the transaction that may impact the ability to pursue certain business opportunities or strategic transactions; (5) the ability of Synaptics and onsemi to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies’ ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses; (10) uncertainty as to the long-term value of onsemi’s common stock

Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Synaptics stockholders will receive 1.350 shares of onsemi common stock for each share of Synaptics common stock held at the time of closing, implying pro forma ownership of approximately 12% for Synaptics stockholders on a fully diluted basis.

As part of the transaction, one member of the Synaptics Board of Directors is expected to join onsemi’s Board of Directors.

The transaction is expected to close in mid-2027, subject to approval by Synaptics stockholders, the receipt of required regulatory approvals and other customary conditions.

As part of today’s announcement, onsemi is reiterating its financial outlook for the second fiscal quarter of 2026 provided on May 4, 2026. Synaptics is reiterating its financial outlook for the fiscal fourth quarter of 2026 provided on May 7, 2026.