Synaptics Adds Merger Forecasts To Counter Disclosure Claims In Two Shareholder Lawsuits
The company denies wrongdoing as holders prepare to vote on its proposed acquisition by onsemi on November 17.
Synaptics, which designs chips and software for local artificial intelligence, wireless connections and device interfaces, added forecasts and valuation details Friday to counter disclosure claims in two shareholder lawsuits over its proposed acquisition by onsemi. In a proxy supplement, the company denied the allegations and said it supplied the information to eliminate the claims without conceding wrongdoing.
Disclosure Claims Before The Merger Vote
The cases, Thomas v. Synaptics and Turner v. Synaptics, were filed October 28 against the company and its directors in the Supreme Court of New York, New York County. The plaintiffs allege negligent misrepresentation and concealment tied to allegedly deficient merger disclosures.
Synaptics also received letters from purported shareholders arguing that omitted material information made its merger disclosures misleading and violated federal securities law. The company maintains that the law required no further information and that the additions are immaterial.
The proposed transaction would make Synaptics a wholly owned onsemi subsidiary. The companies signed an amended merger agreement on October 1, replacing their June 25 agreement.
The Forecasts Behind The Valuation
The management projections used in the merger review put fiscal 2027 revenue at $1.340 billion and adjusted operating income at $266 million. By fiscal 2032, those projections reach $2.563 billion and $673 million, respectively. These are forecasts, not reported results.
The historical estimates carry an important qualification: management's fourth-quarter fiscal 2026 estimates date to April 14, 2026, and were not refreshed for subsequent actual results. Those estimates put quarterly revenue at $313 million and adjusted operating income at $59 million. The full-year estimates of $1.199 billion in revenue and $214 million in adjusted operating income combined actual first-half results, preliminary third-quarter figures and fourth-quarter projections.
Qatalyst Partners, Synaptics' financial adviser, used projected cash flows for fiscal 2027 through fiscal 2031 in its valuation, applying discount rates of 15.5% to 19.0%. Its calculation added approximately $443 million in cash and deducted approximately $850 million in outstanding debt, both as of June 27, 2026. The terminal-value calculation applied multiples of 14.0 to 24.0 times projected fiscal 2032 operating profit after taxes.
An Unpaid Committee Reviewing The Sale
The board's special committee consists of chair Nelson Chan, Keith Geeslin and Venkatesh Nathamuni. Synaptics said the committee was created to make the review more efficient, rather than to address an actual or perceived conflict, and its members received no extra pay. The full board retained sole authority to approve or reject a transaction.
The business under review supplies processors, Wi-Fi and Bluetooth connectivity, touch controllers, fingerprint sensors and display connectivity for devices ranging from PCs and smartphones to cars, robotics and industrial equipment. Synaptics sells to device makers, often through contract manufacturers and distributors, and uses outside factories to manufacture its chips.
Synaptics shareholders are scheduled to vote on the proposed onsemi merger at a special meeting on November 17, 2026.
Sources
- Synaptics — DEFA14A (2026-11-06) — SEC EDGAR
- Synaptics Inc. (NASDAQ:SYNA) : Articles :: Law360 — law360.com
- Synaptics (SYNA) Tops Q1 Earnings Estimates — Yahoo Finance
- Synaptics Reports First Quarter Fiscal 2027 Results — globenewswire.com
- Halper Sadeh LLC is Investigating Whether PTC, RXO, SYNA — globenewswire.com
- Are SYNA, CBNK, SSTI Obtaining Fair Deals for their Shareholders? — prnewswire.com
