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# Synaptics Holders Vote November 17 On onsemi's $123.00-Per-Share Cash Offer, Proxy Says
- URL: https://www.bullished.co/synaptics-holders-vote-november-17-on-onsemis-123-00-per-share-cash-offer-proxy-says-cad4a7ca/
- Published: 2026-10-19T10:41:09.000Z
- Updated: 2026-11-05T20:46:00.000Z
- Description: The board unanimously backs the deal, and a majority of all outstanding shares must approve it, so abstentions count against.
- Author: Matteo Parrino
- Tags: Deals, SYNA, Industry: Technology

[Synaptics](https://www.bullished.co/tag/syna/) stockholders will vote November 17 on onsemi's [$123.00-per-share cash offer](https://www.sec.gov/Archives/edgar/data/0000817720/000114036126039983/ny20081083x2%5Fdefm14a.htm?ref=bullished.co), according to a definitive merger proxy filed Monday. The board unanimously recommends voting "FOR," and the vote is a virtual special meeting at 9:00 a.m. Pacific.

## What the proxy says

Holders of record as of October 13 can vote. The filing counts [39,701,387 shares outstanding](https://www.sec.gov/Archives/edgar/data/0000817720/000114036126039983/ny20081083x2%5Fdefm14a.htm?ref=bullished.co) on that date.

Approval needs a majority of all outstanding shares, not just those cast. Abstentions and unreturned votes have the same effect as

## What it changes

Each share would convert into $123.00 in cash, without interest, and Synaptics would become a wholly owned subsidiary of onsemi. The price is fixed, so moves in Synaptics stock before closing do not change it. Shares closed Friday at $117.18, below the offer, according to market data.

The filing says Synaptics board and special committee met September 29, when the board approved the agreement. Qatalyst Partners, Synaptics' financial adviser, delivered a written fairness opinion dated that day. The agreement was amended and restated October 1; the original, dated June 25, was a stock deal. The draft's account names Cirrus Logic as a rival bidder, Party A, whose September 2 proposal reopened the sale.

If the deal is terminated, Synaptics owes onsemi $235,000,000 in specified cases, including if it ends the agreement to take a superior proposal. Onsemi owes Synaptics $320,000,000 if required regulatory approvals fail. The outside date is June 25, 2027, with automatic three-month extensions, up to three times, in specified antitrust or foreign-investment cases.

Directors and executive officers hold about 259,726 shares, roughly 0.65% of the total, and are expected to vote in favor. Holders who do not vote for the deal can seek appraisal in Delaware court; the court's value could be more, the same or less than $123.00.

## What to watch

Internet and phone proxies close at 11:59 p.m. Eastern on November 16\. Regulatory filings are planned in China, Hungary, Japan, South Korea, Taiwan and the United States, plus France and the United Kingdom under foreign-investment laws. The U.S. waiting period under the Hart-Scott-Rodino antitrust law ended early on August 12.

The vote is November 17, and the merger cannot close without a majority of all outstanding shares behind it.

Learn

- [What a Reverse Termination Fee Means: Who Pays When a Merger Collapses →](https://www.bullished.co/learn/reverse-termination-fee-meaning/)  
A reverse termination fee is paid by the buyer to the target if a merger fails on agreed terms. See how it differs from a break-up fee, with live deal examples.
- [How To Read A Merger Proxy: A Checklist For Shareholders Facing A Vote →](https://www.bullished.co/learn/merger-proxy-statement-how-to-read/)  
Facing a merger vote? Read the proxy in this order: price and payment, vote date and threshold, board background, synergy claims, then closing conditions.

### Sources

- [DEFM14A — SYNAPTICS Inc re: SYNAPTICS Inc (SYNA)](https://www.sec.gov/Archives/edgar/data/0000817720/000114036126039983/ny20081083x2%5Fdefm14a.htm?ref=bullished.co) — SEC EDGAR

### More on Synaptics

- [Synaptics Tells Its Own Employees To Vote For $123-A-Share onsemi Cash Deal](https://www.bullished.co/synaptics-tells-its-own-employees-to-vote-for-123-a-share-onsemi-cash-deal-45c2514a/)
- [Synaptics Holders Back 1 Million More Plan Shares As 8.97 Million Votes Oppose](https://www.bullished.co/synaptics-holders-back-1-million-more-plan-shares-as-8-97-million-votes-oppose-f4e476d8/)
- [Synaptics Mails Definitive Proxy Statement For Pending Sale To ON Semiconductor](https://www.bullished.co/synaptics-mails-definitive-proxy-statement-for-pending-sale-to-on-semiconductor-6ef88dd8/)

[All Synaptics (SYNA) coverage →](https://www.bullished.co/tag/syna/)