Synaptics amends onsemi merger to $123/share all-cash after rival bid deemed no longer superior

Synaptics received an unsolicited, non-binding acquisition proposal from an unnamed strategic party on September 2, 2026. The company's board and a special committee initially determined the revised proposal constituted a Superior Proposal, which triggered negotiations with onsemi.

After onsemi improved its terms, the Synaptics board determined the rival proposal was no longer superior and unanimously approved the amended onsemi agreement. The board declared the amended deal advisable and fair to, and in the best interests of, Synaptics and its stockholders.

Unvested RSUs held by employees who continue with onsemi will be converted into onsemi restricted stock units using a conversion ratio of $123.00 divided by onsemi's recent average trading price. Vested awards and awards held by non-employee directors will be cashed out at the merger consideration. Similar treatment applies to performance stock units and market stock units, with performance conditions deemed satisfied at target or actual levels depending on the award type.

Synaptics and onsemi (referred to as Parent) have entered into an amended and restated merger agreement. The filing does not disclose the specific terms of the amendment or how they differ from the original agreement. The announcement was made via a press release furnished as Exhibit 99.1 and an all-employee email furnished as Exhibit 99.2.

The merger requires approval by Synaptics stockholders. A preliminary proxy statement on Schedule 14A will be filed with the SEC, followed by a definitive proxy statement sent to stockholders entitled to vote at a special meeting. The filing does not state a date for the special meeting or the expected closing date.

The transaction is subject to regulatory approvals and Synaptics stockholder approval. The filing lists these as risks that could prevent closing. No specific regulatory bodies or approval timelines are disclosed.

The price cut came after a third party made an unsolicited competing proposal. The Synaptics board still unanimously determined the amended onsemi deal is in shareholders' best interests.

onsemi now expects the deal to be immediately accretive to non-GAAP EPS upon closing, a change from the prior agreement. The all-cash structure provides value certainty for Synaptics shareholders.

The deal is backed by committed debt financing from Morgan Stanley, and the amended agreement removes any financing condition. Closing is still expected by mid-2027, subject to Synaptics shareholder approval and regulatory clearances.

The FTC has already approved the transaction, reducing one key regulatory risk. Other jurisdictions are still reviewing, but the U.S. antitrust clearance is a significant milestone.

The amended merger agreement switches the consideration from onsemi stock to $123 in cash per Synaptics share. The email states this provides higher value and value certainty to shareholders, though the prior per-share value is not disclosed in this exhibit.

The revised terms were negotiated after Synaptics received an unsolicited, non-binding proposal from a third party. The Synaptics Board evaluated that proposal with its financial and legal advisors and concluded the amended onsemi transaction remains in the best interests of Synaptics and its shareholders.

Employee unvested restricted stock units will convert into onsemi RSUs using a conversion ratio tied to the $123 per share merger consideration divided by onsemi's average volume-weighted trading price over a five-day period before closing. The awards will continue to vest on their original schedule.