Onsemi Now Plans To Pay Cash For Synaptics, With Up To $2,450.0 Million In New Term Loans
Buybacks fell to $19.9 million last quarter as the all-stock deal turned into a $123.00-per-share cash purchase.
Onsemi, the chipmaker behind power and sensing semiconductors for cars, factories and AI data centers, will now pay for Synaptics in cash: lenders have committed up to $2,450.0 million of senior secured term loans, according to its 10-Q filed Monday. Cash on hand covers the rest of the $123.00-per-share price.
From stock swap to cash deal
The October 1 amended agreement replaced the June 25 stock merger with $123.00 per share in cash. The prior quarter's 10-Q had tied the all-stock structure to a deal that would not strain the company's cash. That language is gone from the new filing.
In its earnings release, onsemi put the revised deal at about $5.7 billion in cash, against $7 billion in stock under the earlier agreement. The company said that should make the deal immediately accretive to adjusted earnings per share. Morgan Stanley Senior Funding leads the lenders, with JPMorgan Chase Bank and other banks added.
The merger is expected to close in mid-2027. Holders of Synaptics' convertible notes are expected to convert after closing and receive extra cash under a make-whole formula, and onsemi intends to have Synaptics redeem its senior notes and repay a $350 million revolving credit facility.
A rival bid in the risk factors
The updated risk factor says the amended agreement followed an unsolicited proposal that Synaptics received from Cirrus Logic. Further bids could come, the filing warns, and the agreement might be ended or changed as a result.
Synaptics may owe onsemi a $235.0 million termination fee in certain cases, including if it takes a more favorable third-party offer. Onsemi may owe Synaptics $320.0 million if regulatory approvals fail.
Buybacks slow to a trickle
Onsemi repurchased about 0.3 million shares for $19.9 million in the quarter ended October 2. Cash-flow figures in the earnings release show repurchases of $344.8 million in the prior quarter. For the nine months, buybacks totaled $703.2 million, and about $5.3 billion remains under the program's authorization.
No longer in the filing: the statement that onsemi expects to keep the buyback going, and a risk factor on merger-related limits to repurchases.
Cash and short-term investments stood at about $4.4 billion at quarter-end. Revenue rose about 11% to $1,722.3 million, and net income attributable to the company was $313.9 million.
More cash calls on the horizon
Onsemi completed its purchase of Silver Atena on October 5 for $52.2 million in cash. On Monday it agreed to buy Ferric for about $600.0 million in cash, with up to $175.0 million more tied to revenue targets through 2029. Closing is targeted for the fourth quarter of 2026.
Separately, the $804.7 million of 0% convertible notes due May 1, 2027 are now a current liability. Holders can convert them during the quarter ending December 31, 2026 because the stock stayed above the conversion trigger.
Fourth-quarter guidance calls for revenue of $1,715 million to $1,815 million, and the Ferric deal is slated to close in the same quarter.
Sources
- 10-Q Filing — ON Semiconductor (ON) — SEC EDGAR
- 10-Q Filing — ON Semiconductor (ON), Q2 FY2026 filed 2026-08-03 (comparison basis) — SEC EDGAR
- 8-K Filing — ON Semiconductor, filed 2026-11-02 (Items 1.01, 7.01, 9.01) — SEC EDGAR
- Earnings release (8-K Item 2.02, ef20084671_ex99-1.htm) — ON Semiconductor, filed 2026-11-02 — SEC EDGAR
- ON Semiconductor sinks on Q3 results, guidance; announces $600M deal for Ferric (ON:NASDAQ) | Seeking Alpha — seekingalpha.com
- ON Semiconductor Non-GAAP EPS of $0.90 beats by $0.02, revenue of $1.72B beats by $10M (ON:NASDAQ) | Seeking Alpha — seekingalpha.com
- ON Semiconductor Earnings Are Imminent; These Most Accurate Analysts Revise Forecasts Ahead Of Earnings Call — benzinga.com
- On Semi Shares Slip After Q3 Earnings, Deal to Acquire Ferric — benzinga.com
- Onsemi to Report Q3 Earnings: What's in Store for the Stock? — Yahoo Finance
