onsemi Amends Synaptics Deal to $123 a Share in Cash, Valuing It at $5.7 Billion
Key Facts
onsemi and Synaptics said on October 1, 2026, that they had amended their merger agreement, with onsemi to pay $123 in cash for each Synaptics share, for a total value of about $5.7 billion. The amendment followed Synaptics receiving an unsolicited competing acquisition offer from a third party. The companies said the revised agreement replaces the June agreement, which was valued at about $7 billion. The boards of both companies unanimously approved the new terms. The deal thus shifts from a share exchange to a fixed cash payment for shareholders.
The original deal, announced on June 25, 2026, called for 1.350 shares of onsemi for each Synaptics share and carried an estimated enterprise value of about $7 billion. At the time, the terms reflected a premium of about 19% to the volume-weighted average closing prices over 10 trading days. The revised consideration values each share at $123 in cash and cuts the agreement’s total value to about $5.7 billion. Synaptics Chief Executive Rahul Patel said the all-cash change gives shareholders "certainty about the value of the consideration." Under the new structure, shareholders receive a fixed cash amount at closing instead of shares whose value changes with onsemi’s stock price.
The competing developments began on September 2, when Synaptics received a nonbinding offer that included $55 in cash for each share, plus a fixed number of shares in the competing company. The offer’s nominal value was estimated at $118.15 a share, based on the bidder’s closing share price on September 1. onsemi disclosed that its agreement amendment followed Synaptics receiving the competing proposal. The company said the boards of both parties unanimously approved the revised agreement, and each concluded it was in the best interests of its company and shareholders. Shareholder and regulatory approvals remain among the steps required before the deal can close.
onsemi says the revised deal will be immediately accretive to non-GAAP earnings per share upon closing. The impact estimate is based on analyst consensus as of September 25, 2026, and assumes the deal closes in mid-2027. The previous estimate for the original agreement projected that the deal would become accretive to earnings per share within 18 months of closing. The company also maintained its target for $200 million in annual baseline synergies. It added that other opportunities, including revenue synergies and shifting some Synaptics production to onsemi factories, are expected to be realized after the first 18 months following closing.
onsemi intends to finance the deal with available cash and committed financing, and said it had secured fully committed debt financing from Morgan Stanley. The bank’s commitment includes a secured term loan of up to $2.45 billion to fund part of the consideration and transaction costs. The revised agreement states that obtaining financing is not a condition to completing the merger. When it announced the original agreement, onsemi said the deal would expand its addressable market by $30 billion to $243 billion by 2030. It also estimated combined 2026 revenue at about $7.8 billion.
onsemi expects the deal to close by mid-2027, subject to Synaptics shareholder approval, required regulatory approvals and customary closing conditions. Completion of the merger requires approval from Synaptics shareholders holding a majority of the outstanding shares eligible to vote. The proxy filing said that failing to submit a vote or abstaining has the same effect as voting against the deal. Shareholder and regulatory approvals therefore remain conditions to closing despite unanimous board approval. The announced timeline means the expected financial impact described by onsemi is tied to the deal closing on the assumed schedule.