Onsemi Cuts Synaptics Deal Price To $5.7 Billion And Switches To All-Cash After Rival Bid
An unsolicited competing offer forced a renegotiation that trimmed more than $1 billion from the original June agreement.
Onsemi renegotiated its pending purchase of Synaptics on Thursday, cutting the price by more than $1 billion and converting the deal to a pure cash transaction after an unnamed rival bidder submitted an unsolicited offer for Synaptics, according to an 8-K filed Thursday with the SEC. The revised terms set the price at $123 per share in cash, valuing the transaction at roughly $5.7 billion — down from approximately $7 billion under the original June agreement.
What The Amended Agreement Says
The original deal, struck on June 25, 2026, was structured as a tax-free reorganization under Section 368 of the Internal Revenue Code — a form that required onsemi to file a registration statement with the SEC, which it did on August 21, 2026. That structure is now gone entirely. The amended and restated merger agreement, also dated October 1, 2026, converts the transaction into a straightforward cash acquisition: each Synaptics share outstanding at closing will be cancelled in exchange for $123 in cash, with no onsemi stock component.
The competing bid — described only as coming from a third party referred to as "Party A" in onsemi's earlier registration statement — prompted both boards to revisit the terms. Both boards unanimously approved the revised deal and each determined the new structure is in the best interests of their respective shareholders, the filing states.
Morgan Stanley Senior Funding has committed up to $2.45 billion in senior secured term loan financing to fund a portion of the merger consideration and cover related fees and expenses. Critically, the amended agreement removes financing as a closing condition, meaning onsemi is obligated to complete the deal regardless of whether that debt facility ultimately comes through.
Closing Conditions That Fell Away
The shift to an all-cash structure stripped out several conditions that had been tied to the original stock-and-cash reorganization. Gone are: the requirement that onsemi's SEC registration statement become effective; Nasdaq listing approval for new onsemi shares; the absence of a material adverse effect with respect to onsemi itself; and the receipt of closing tax opinions by each party.
A governance provision was also removed. Under the original deal, a Synaptics board member would have joined onsemi's board at closing; the amended agreement eliminates that requirement.
On the regulatory front, the U.S. Federal Trade Commission has already cleared the transaction. Reviews in other jurisdictions remain ongoing.
What It Changes For Onsemi Shareholders
Onsemi said the revised all-cash structure is expected to be immediately accretive to its adjusted earnings per share upon closing — an improvement over what the prior mixed-consideration deal would have delivered. The company also separately cited $200 million in expected annual run-rate cost synergies from the Synaptics combination, with additional revenue synergies and production insourcing benefits projected to materialize after the first 18 months following close.
ON shares climbed about 6% to $84.90 in Thursday after-hours trading following the disclosure, compared with a regular-session close of $80.08, according to market data.
Onsemi also said it intends to withdraw the registration statement it filed in August, since the reorganization structure that required it no longer exists.
What To Watch Next
The amended agreement sets a tight timeline for Synaptics' shareholder vote. Synaptics must file a preliminary proxy statement within 10 days of Thursday's amended agreement. Within 30 days of the 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 adopting the amended merger agreement.
The deal remains targeted to close by mid-2027, pending that shareholder vote and the remaining regulatory approvals in jurisdictions outside the United States.
Synaptics' preliminary proxy filing — due within 10 days of Thursday — will be the next concrete milestone, setting the clock on the shareholder vote that must follow within 30 days of SEC clearance.
Sources
- 8-K Filing — ON SEMICONDUCTOR CORP (ON) — SEC EDGAR
- Exhibit ef20083030_ex99-1.htm — ON SEMICONDUCTOR CORP 8-K exhibit — SEC EDGAR
