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Get filing alertsonsemi amends Synaptics deal to all-cash $123/share after unsolicited bid
Filed October 1, 2026 · Period ending October 1, 2026 · ~1 min read
Key Changes
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high
Merger consideration revised to $123 per share in cash, down from ~$7B to ~$5.7B total value.
Item 1.01 verify on EDGAR → -
high
Amendment triggered by Synaptics' receipt of an unsolicited acquisition proposal from a third party.
Item 1.01 verify on EDGAR → -
high
Morgan Stanley committed up to $2.45B in senior secured term loan financing; financing not a closing condition.
Item 1.01 verify on EDGAR → -
medium
Deal expected to be immediately accretive to non-GAAP EPS; closing targeted mid-2027.
Exhibit 99.1 view on EDGAR → -
medium
Registration statement to be withdrawn; Synaptics will file proxy statement for shareholder vote.
Item 1.01 verify on EDGAR →
Summary
onsemi has amended its agreement to acquire Synaptics, converting the deal to an all-cash transaction at $123 per share, or approximately $5.7 billion, down from the prior ~$7 billion stock-based structure. The change follows Synaptics' receipt of an unsolicited acquisition proposal from a third party, prompting both boards to unanimously approve the revised terms. The amended agreement removes several closing conditions tied to the original reorganization, including registration statement effectiveness and Nasdaq listing approval, and onsemi plans to withdraw its S-4 filing.
For retail holders, the key takeaways are the lower price and the shift to cash, which provides certainty for Synaptics shareholders but reduces the deal's value compared to the prior agreement. onsemi has secured committed debt financing from Morgan Stanley for up to $2.45 billion, and financing is not a condition to closing, which lowers execution risk. The transaction is expected to be immediately accretive to non-GAAP EPS and remains subject to Synaptics shareholder approval and other regulatory reviews, with closing targeted for mid-2027.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
onsemi amends its Synaptics acquisition to an all-cash $123/share deal after an unsolicited third-party bid.
Added in current filing · verify on EDGAR →
The Amended Merger Agreement revises the merger consideration to $123 per share in cash, without interest (the “Merger Consideration”).
The original deal was structured as a reorganization, but the amended agreement converts it to an all-cash transaction at $123 per share. This removes stock consideration and the associated tax-free reorganization structure.
Added in current filing · verify on EDGAR →
The Amended Merger Agreement was entered into following Synaptics’ receipt of an unsolicited Acquisition Proposal from a third party, referred to as “Party A” in onsemi’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on August 21, 2026 (the “Registration Statement”).
Synaptics received an unsolicited acquisition proposal from a third party, which prompted the parties to revise the deal terms. The boards of both companies unanimously approved the amended agreement.
Added in current filing · verify on EDGAR →
pursuant to which Morgan Stanley has agreed to provide, subject to satisfaction of customary closing conditions, up to $2,450,000,000 of senior secured term loan for the purpose of funding a portion of the Merger Consideration, and paying fees, costs and expenses in connection with the Merger.
onsemi secured a commitment letter from Morgan Stanley for up to $2.45 billion in senior secured term loan financing to fund part of the cash consideration and related expenses. Financing is not a condition to onsemi's obligation to close the merger.
Added in current filing · verify on EDGAR →
Separately, in light of the revised transaction, onsemi intends to withdraw the Registration Statement.
Because the deal is no longer structured as a stock-for-stock reorganization, onsemi plans to withdraw the S-4 registration statement filed in August 2026. Synaptics will instead file a proxy statement for its stockholder vote.
Added in current filing · verify on EDGAR →
Consistent with the revised Merger Consideration, the Amended Merger Agreement eliminates certain closing conditions, including (1) the effectiveness of the Registration Statement, (2) the approval for listing on Nasdaq of shares of onsemi Common Stock, (3) the absence of a continuing material adverse effect with respect to onsemi, and (4) the receipt by each party of closing tax opinions.
The amended agreement removes several closing conditions tied to the original stock-based structure, including the registration statement effectiveness, Nasdaq listing approval, onsemi material adverse effect condition, and tax opinions. This simplifies the path to closing.
Event · Item 8.01 — Other Events
onsemi announced execution of an Amended Merger Agreement for its proposed acquisition of Synaptics.
Added in current filing · verify on EDGAR →
On October 1, 2026, onsemi issued a press release announcing the execution of the Amended Merger Agreement.
onsemi disclosed that it has executed an Amended Merger Agreement related to its proposed acquisition of Synaptics.1.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
The transaction is expected to be immediately accretive to onsemi’s non-GAAP earnings per share and provides value certainty for Synaptics’ shareholders.
onsemi now expects the deal to be immediately accretive to non-GAAP EPS upon closing, versus the prior agreement. Management also cites incremental value beyond the previously announced $200 million of annual run-rate synergies, including revenue synergies and insourcing of a portion of Synaptics' production expected after the initial 18 months post-close.
Added in current filing · view on EDGAR →
The transaction will be financed through a combination of cash on hand and committed financing. onsemi has obtained fully committed debt financing from Morgan Stanley. The amended merger agreement does not include a closing condition related to onsemi’s financing.
The deal is backed by cash on hand plus fully committed debt financing from Morgan Stanley, and the amended agreement removes any financing condition. This reduces closing risk for Synaptics shareholders.
Added in current filing · view on EDGAR →
The transaction is still expected to close by mid-2027, subject to approval by Synaptics shareholders, the receipt of required regulatory approvals and other customary closing conditions. The transaction has been approved by the United States Federal Trade Commission, and regulators in other jurisdictions are reviewing the transaction.
The deal has already received U.S. FTC approval, with other jurisdictions still reviewing. Closing remains targeted for mid-2027, pending Synaptics shareholder approval and other customary conditions.
Added in current filing · view on EDGAR →
After careful review with its financial and legal advisors, the Synaptics Board unanimously determined that the onsemi transaction, as amended, continues to be in the best interests of Synaptics and its shareholders.
Synaptics' board unanimously reaffirmed the amended transaction as being in the best interests of its shareholders, despite the lower price. The filing notes the amendment followed an unsolicited competing proposal from a third party.
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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 2, 2026 · How we verify