On October 1, 2026, onsemi and Synaptics announced that they had amended the merger agreement signed on June 25. Under the amended terms, onsemi will acquire Synaptics for $123 per share in cash. The aggregate transaction value is about $5.7 billion, roughly $1.3 billion lower than the about $7 billion under the original agreement.

The amendment was triggered by an unsolicited competing acquisition proposal that Synaptics received from a third party. onsemi's SEC filings identify the bidder only as "Party A." The boards of both companies approved the amended agreement unanimously.

What changed: from a stock-based reorganization to a cash merger

Restructuring the consideration also simplified the process. Because no shares will be issued, the registration process required for a share issuance (the S-4) is no longer needed. The requirement to appoint one Synaptics director to onsemi's board has also been dropped.

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01

Consideration per share

$123, all cash. Synaptics shareholders receive cash that is not exposed to share price movements.

02

Aggregate value

About $5.7 billion, down roughly $1.3 billion (about 19%) from about $7 billion under the original agreement.

03

Financing

Cash on hand plus up to $2.45 billion of senior secured term loan from Morgan Stanley. Funding of the loan is not a condition to closing.

04

Expected closing

Mid-2027. The US FTC has cleared the deal; authorities in other jurisdictions are still reviewing. Synaptics shareholder approval is required.

The deal will be funded with cash on hand and up to $2.45 billion of senior secured term loan committed by Morgan Stanley Senior Funding. Under the amended agreement, onsemi is obliged to complete the acquisition even if the financing is not funded. The buyer has taken on the financing risk.

onsemi's rationale: immediate EPS accretion and insourcing production

onsemi expects the amended transaction to be accretive to non-GAAP earnings per share (EPS) from closing. President and CEO Hassane El-Khoury said the all-cash structure, with no share issuance, lowers the total cost, and that the company has identified additional value-creation opportunities beyond the previously announced $200 million in annual run-rate synergies.

The additional upside has two parts: revenue synergies, and insourcing part of Synaptics' production into onsemi fabs. Both are expected to contribute after the first 18 months following closing.

Synaptics supplies AI-enabled embedded compute for the edge, wireless connectivity, and sensing products such as touch, display and biometrics. onsemi says Synaptics' business complements the growth of its AI data center business, and that the high-margin human-machine interface (HMI) and sensing business generates stable cash flow. At the time of its Q2 2026 results, onsemi had positioned the acquisition as an expansion into "connected compute."

Next steps

  1. June 25, 2026
    Original merger agreement

    Reorganization-type agreement involving the issuance of onsemi shares.

  2. August 21, 2026
    Form S-4 filed

    onsemi filed its registration statement, which disclosed the existence of Party A.

  3. October 1, 2026
    Amended agreement

    $123 per share in cash, about $5.7 billion in total. The S-4 is to be withdrawn.

  4. Within 10 days of amendment
    Preliminary proxy statement

    Synaptics to file with the SEC after consulting onsemi.

  5. Mid-2027
    Expected closing

    Subject to Synaptics shareholder approval and regulatory approvals in other countries.

The US Federal Trade Commission (FTC) has already cleared the deal. The remaining hurdles are the Synaptics shareholder meeting and reviews by regulators outside the US.

What it means for procurement and business planning

  • Buyers of Synaptics products: onsemi has stated it will insource part of production. From 18 months after closing, change notices covering manufacturing sites, packages or qualifications may follow. For part numbers in long-term designs, confirm the change-management contact now
  • Buyers of onsemi power semiconductors: onsemi is adding $2.45 billion of debt. Given its track record of selling and restructuring fabs, how post-deal capex allocation affects SiC and GaN supply plans is worth checking in upcoming earnings reports
  • The competing proposal: Party A's name and terms have not been disclosed. If a new proposal emerges before the Synaptics shareholder meeting, the terms could move again

Referenced Fact Cards