Synaptics Holders Vote November 17 On onsemi's $123.00-Per-Share Cash Offer, Proxy Says
The board unanimously backs the deal, and a majority of all outstanding shares must approve it, so abstentions count against.
Synaptics stockholders will vote November 17 on onsemi's $123.00-per-share cash offer, 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 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.
Sources
- DEFM14A — SYNAPTICS Inc re: SYNAPTICS Inc (SYNA) — SEC EDGAR
