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# A Rival Bid Forced Onsemi To Cut Its Synaptics Deal By Over $1 Billion — And Switch To All Cash
- URL: https://www.bullished.co/a-rival-bid-forced-onsemi-to-cut-its-synaptics-deal-by-over-1-billion-and-switch-to-all-cash/
- Published: 2026-10-02T10:07:00.000Z
- Updated: 2026-10-03T20:41:42.000Z
- Description: ON Semiconductor revised its Synaptics takeover to $123 per share in cash, shrinking the deal to about $5.7 billion from roughly $7 billion.
- Author: Matteo Parrino
- Tags: SEC Filings, ON, Industry: Technology, Topic: Leadership & Governance

[ON Semiconductor](https://www.bullished.co/tag/on/) renegotiated its Synaptics acquisition on Thursday after an unsolicited competing offer arrived from an unnamed third party, [cutting the deal](https://financialpost.com/globe-newswire/onsemi-and-synaptics-announce-revised-merger-agreement?ref=bullished.co) to about $5.7 billion in all-cash consideration — down from roughly $7 billion in stock — at $123 per share. Both boards unanimously approved the amended agreement, which onsemi disclosed Thursday in an 8-K filing with the SEC.

## What The Amended Deal Says

The original June 2026 agreement was structured as an all-stock transaction: Synaptics holders would receive 1.350 onsemi shares per Synaptics share. With onsemi shares closing near $80 on Thursday, that ratio would have delivered only about $108 per Synaptics share — well below the revised [$123 cash price](https://financialpost.com/globe-newswire/onsemi-and-synaptics-announce-revised-merger-agreement?ref=bullished.co) now on offer.

The switch to cash eliminates several conditions that applied to the original stock deal. Gone are requirements for the effectiveness of onsemi's registration statement, Nasdaq listing approval for onsemi shares, the absence of a material adverse effect at onsemi, and closing tax opinions for both parties. Because the deal is no longer structured as a tax-free reorganization under Section 368 of the Internal Revenue Code, onsemi also intends to withdraw the registration statement it filed with the SEC on August 21, 2026.

The SEC filing identifies the competing bidder only as "Party A," referenced in that earlier registration statement. The filing does not name the third party or describe its offer in further detail.

## Financing And Governance Changes

To fund the cash consideration, onsemi entered into a commitment letter with Morgan Stanley Senior Funding on Thursday under which Morgan Stanley agreed to provide up to $2.45 billion in senior secured term loan financing. Crucially, the amended agreement removes financing as a closing condition — meaning onsemi's obligation to complete the merger does not depend on whether that loan actually comes through.

The restructuring also quietly dropped a governance concession from the original deal: the amended agreement removes the requirement that onsemi appoint a Synaptics board member to its own board after closing.

The cash structure carries an immediate timing benefit that the original stock deal did not. Onsemi had previously identified $200 million in annual run-rate synergies from the combination, but noted that additional gains from revenue overlaps and production insourcing were expected only after the first 18 months post-close. The all-cash structure, by contrast, promises immediate earnings accretion rather than the 18-month wait the stock deal required.

## What Comes Next

The Federal Trade Commission has already cleared the transaction. Regulators in other jurisdictions are still reviewing it, and closing remains subject to a Synaptics shareholder vote.

Under the amended agreement, Synaptics must file a preliminary proxy statement within 10 days of Thursday's signing. Within 30 days of SEC staff clearing that proxy — either by completing its review or indicating it has no further comments — Synaptics must hold a shareholder meeting to vote on the deal. The transaction is still expected to close by mid-2027, pending that vote and remaining regulatory approvals.

Onsemi shares had fallen roughly 20% when the original all-stock deal was announced in June, and several analysts downgraded the company at that time. In Friday pre-market trading, ON shares were up about 4.18%, at $80.08, against a market capitalization of $31.2 billion (market data).

Synaptics' preliminary proxy filing — due within 10 days of Thursday's amended agreement — will be the next document to watch for the deal's timeline toward a mid-2027 close.

### Sources

- [ON Semiconductor — DEFA14A (2026-10-01)](https://www.sec.gov/Archives/edgar/data/0001097864/000114036126038297/ef20083030%5Fformdefa14a.htm?ref=bullished.co) — SEC EDGAR
- [onsemi and Synaptics Announce Revised Merger Agreement | Financial Post](https://financialpost.com/globe-newswire/onsemi-and-synaptics-announce-revised-merger-agreement?ref=bullished.co) — financialpost.com
- [ON Semiconductor Corporation (ON) Stock Forecasts](https://finance.yahoo.com/research/reports/ARGUS%5F3279%5FQuantitativeReport%5F1790726400000?ref=bullished.co) — finance.yahoo.com
- [Onsemi To Acquire Synaptics For $123 Per Shar...](https://www.benzinga.com/m/26/10/62123130/onsemi-acquire-synaptics-123-share-cash-under-amended-merger-deal?ref=bullished.co) — benzinga.com
- [ON, SYNA Climb After-Hours As The $7B Stock Deal Becomes A $5.7B Cash Bid](https://finance.yahoo.com/markets/stocks/articles/syna-climb-hours-7b-stock-215515600.html?ref=bullished.co) — finance.yahoo.com
- [How Synaptics Buyout Shifted ON Semiconductor Corp.’s (ON) Trajectory?](https://finance.yahoo.com/markets/stocks/articles/synaptics-buyout-shifted-semiconductor-corp-144816546.html?ref=bullished.co) — finance.yahoo.com

### More on ON Semiconductor

- [Onsemi Cuts Synaptics Deal Price To $5.7 Billion And Switches To All-Cash After Rival Bid](https://www.bullished.co/onsemi-cuts-synaptics-deal-price-to-5-7-billion-and-switches-to-all-cash-after-rival-bid-7add9f2b/)

[All ON Semiconductor (ON) coverage →](https://www.bullished.co/tag/on/)