Synaptics to be acquired by ON Semiconductor in $7B all-stock merger at 1.350 exchange ratio

Synaptics has agreed to be acquired by ON Semiconductor (onsemi) in an all-stock merger. Under the agreement, a wholly-owned subsidiary of onsemi will merge with Synaptics, with Synaptics becoming an indirect wholly-owned subsidiary of onsemi. The transaction is subject to customary closing conditions including shareholder and regulatory approvals.

Synaptics shareholders will receive 1.350 shares of ON Semiconductor common stock for each share of Synaptics common stock they own. This is an all-stock transaction with no cash component. The actual value to shareholders will depend on onsemi's stock price at closing.

The merger must close by June 25, 2027, with potential extensions of up to 21 months (through March 2028) if needed to obtain regulatory approvals. This extended timeline reflects anticipated scrutiny from antitrust and foreign direct investment regulators given the semiconductor industry's strategic importance.

Unvested equity awards (RSUs, PSUs, MSUs) held by continuing employees will be converted into onsemi equity awards using the 1.350 exchange ratio and will retain their original vesting schedules. Awards that vest at closing or are held by non-employee directors will be cashed out at the merger consideration. This treatment is designed to retain key employees through the transition.

Synaptics entered into a definitive merger agreement with ON Semiconductor Corporation (onsemi). The transaction will be submitted to Synaptics stockholders for approval, and onsemi will file a Registration Statement on Form S-4 containing a proxy statement/prospectus. The filing includes extensive forward-looking statement disclosures noting risks including regulatory approvals, stockholder approval, litigation, integration challenges, and business disruption during the pendency of the transaction.

Synaptics disseminated a comprehensive communications package to stakeholders including an investor presentation, social media posts across multiple platforms, internal employee communications from the CEO and FAQ, and outreach emails to customers, industry partners, and suppliers. These materials provide additional context about the merger rationale and implications for various stakeholder groups.

The merger requires Synaptics stockholder approval and regulatory clearance. ON Semiconductor will file an S-4 registration statement containing a combined proxy statement/prospectus. The filing emphasizes that investors should read these documents carefully when available, as they will contain important information about the transaction terms, risks, and voting procedures.

The transaction is expected to be accretive to non-GAAP EPS within 18 months of closing and generate $200 million in annual synergies. Gross margins are expected to be consistent with onsemi's long-term financial model, and onsemi will maintain its existing capital return policy during the pendency period.

Under the definitive agreement, Synaptics stockholders will own approximately 12% of the combined company on a fully diluted basis. The transaction is expected to close in mid-2027, subject to Synaptics stockholder approval, regulatory approvals, and other customary closing conditions. One member of the Synaptics Board of Directors is expected to join onsemi's Board.

Both companies reiterated their previously provided financial outlooks: onsemi for its second fiscal quarter of 2026 (provided May 4, 2026) and Synaptics for its fiscal fourth quarter of 2026 (provided May 7, 2026). This signals no immediate change to near-term financial expectations as a result of the transaction announcement.

onsemi will acquire Synaptics for approximately $7 billion in an all-stock deal. Synaptics shareholders will receive 1.350 shares of onsemi common stock for each Synaptics share they own. After the transaction closes, former onsemi shareholders will own 88% of the combined company and former Synaptics shareholders will own 12%.

The transaction is expected to close in mid-2027, pending approval by Synaptics shareholders, regulatory approvals, and other customary closing conditions. The deal requires a shareholder vote and regulatory clearance before it can be completed.

onsemi expects to realize $200 million in annual cost synergies within 18 months after closing. The acquisition is projected to be accretive to onsemi's non-GAAP earnings per share within the same 18-month timeframe, based on consensus estimates assuming a mid-2027 close.

At announcement, the combined company will have gross debt of $5.4 billion, cash of $4.2 billion, and net debt of $1.2 billion, representing a net debt to adjusted EBITDA ratio of 0.6x. onsemi commits to maintaining its existing capital return policy while the transaction is pending.

Synaptics disclosed it has signed a definitive merger agreement under which onsemi will acquire the company. The transaction combines Synaptics' Edge AI compute, connectivity, and human-machine interface solutions with onsemi's intelligent power and sensing technology. This represents a change of control transaction that will result in Synaptics shareholders receiving consideration from onsemi, though specific deal terms are not disclosed in this exhibit.

The companies position the acquisition as creating an integrated Edge AI platform spanning compute, connectivity, human-machine interface, power, and sensing. Management expects the combination to expand customer engagement and addressable market opportunities by offering complete Edge AI stack solutions.

Synaptics has entered into a definitive agreement to be acquired by onsemi in an all-stock transaction. The combination aims to create a stronger company with enhanced scale by integrating Synaptics' Edge AI compute and human-machine interface solutions with onsemi's intelligent power and sensing capabilities. The transaction is expected to expand Synaptics' total addressable market and accelerate growth through onsemi's extensive distribution network and manufacturing capabilities.

The acquisition is expected to close in mid-2027, contingent upon Synaptics shareholder approval, regulatory approvals, and other customary closing conditions. Until closing, both companies will operate independently with no changes to day-to-day operations or reporting structures. Shareholders will need to vote on the transaction, and a proxy statement/prospectus will be filed with the SEC for their review.

The strategic rationale centers on combining complementary technology portfolios to offer integrated Edge AI solutions. Synaptics brings Edge AI compute, human-machine interface, and wireless connectivity capabilities, while onsemi contributes intelligent power and sensing technologies. The combination is intended to deepen customer engagement and expand market opportunities across the Edge AI stack.

The transaction provides Synaptics with immediate access to onsemi's extensive industrial distribution network, global customer relationships, and manufacturing capabilities. Management indicates that achieving comparable scale independently would have required significant time and investment, suggesting the acquisition accelerates Synaptics' growth trajectory and profitability enhancement.

Synaptics disclosed it has agreed to be acquired by ON Semiconductor Corporation (onsemi) in an all-stock transaction. Under the terms, each Synaptics share will convert to 1.350 onsemi shares at closing. The transaction is expected to close in mid-2027, subject to Synaptics shareholder approval, regulatory approvals, and customary closing conditions.

The FAQ explains the strategic rationale: combining Synaptics' Edge AI compute, connectivity, and human-machine interface capabilities with onsemi's intelligent power and sensing technologies to create integrated intelligent systems. The combined entity aims to serve customers across the full Edge AI stack and expand addressable markets.

The FAQ confirms that Synaptics shares will convert at a 1.350 exchange ratio to onsemi shares at closing. Unvested time-vested RSUs will convert to onsemi RSUs at the same ratio and continue vesting on the original schedule. This provides clarity on how employee equity will be treated in the transaction.

The transaction is expected to close in mid-2027, contingent on Synaptics shareholder approval, regulatory clearances, and standard closing conditions. Until closing, both companies will operate independently. This timeline gives investors visibility into the expected deal completion period.

Synaptics disclosed it has entered into a definitive agreement to be acquired by ON Semiconductor Corporation (onsemi). The transaction combines Synaptics' Edge AI compute, connectivity, and human-machine interface solutions with onsemi's intelligent power and sensing capabilities. This represents a change of control transaction that will require stockholder approval.

The acquisition is expected to close in mid-2027, subject to regulatory approvals and Synaptics stockholder approval. Until closing, both companies will operate independently with no immediate operational changes. The extended timeline reflects the regulatory review process typical for transactions of this scale.

The filing describes the strategic rationale as creating integrated Edge AI solutions by combining complementary technology portfolios. The combined entity aims to address a broader total addressable market through deeper customer engagement and more comprehensive product offerings spanning the Edge AI technology stack.

The transaction requires approval from Synaptics stockholders. A proxy statement/prospectus will be filed with the SEC as part of onsemi's Registration Statement on Form S-4, which stockholders should review before voting on the proposed acquisition.

Synaptics disclosed it has signed a definitive merger agreement to be acquired by ON Semiconductor Corporation (onsemi). The transaction combines Synaptics' Edge AI compute, connectivity, and human-machine interface solutions with onsemi's intelligent power and sensing capabilities. This represents a change of control transaction that will require stockholder approval.

The acquisition is expected to close in mid-2027, subject to regulatory approvals and Synaptics stockholder approval. Until closing, both companies will operate independently with no immediate operational changes. The extended timeline reflects the regulatory review process typical for transactions of this scale.

The companies stated the transaction aims to create integrated Edge AI solutions spanning compute, connectivity, interface, power, and sensing. The combined entity expects to address a larger total addressable market and deepen customer relationships through comprehensive platform offerings. This positions the combined company to compete more broadly in the Edge AI and intelligent systems markets.

Synaptics disclosed it has entered into a definitive agreement to be acquired by ON Semiconductor Corporation (onsemi). The transaction combines Synaptics' Edge AI compute, connectivity, and human-machine interface solutions with onsemi's intelligent power and sensing capabilities. The companies will continue to operate independently until closing.

The acquisition is expected to close in mid-2027, subject to regulatory approvals and Synaptics stockholder approval. Until then, both companies will operate independently with no changes to current operations or supplier relationships.

The transaction aims to create an integrated Edge AI solutions provider by combining complementary technology portfolios. The combined entity expects to offer end-to-end solutions across the Edge AI stack, potentially expanding market reach and customer engagement opportunities.