Synaptics Stock Surges After Onsemi Rewrites Takeover As All-Cash $123-Per-Share Deal Spurred By Rival Bid
The amended agreement, valued at roughly $5.7 billion, replaces an all-stock deal signed in June that had been worth about $7 billion.
A competing bid forced onsemi back to the negotiating table, and the result is a structurally simpler deal at a lower headline price. Onsemi scrapped its original all-stock merger with Synaptics on Thursday and replaced it with a $123-per-share all-cash offer valuing the transaction at roughly $5.7 billion — more than $1 billion below the original agreement's headline figure.
What The Amended Filing Says
The Amended and Restated Agreement and Plan of Merger, executed Thursday, replaces the original Agreement and Plan of Reorganization signed June 25, 2026. Under the revised terms, each share of Synaptics common stock will be converted into the right to receive $123 in cash at closing, with no financing condition attached.
The trigger was an unsolicited, non-binding proposal that arrived September 2, 2026, from an unidentified strategic party — referred to as "Party A" in onsemi's previously filed registration statement. The Synaptics board and a special committee of independent directors reviewed the approach and, after engaging with the bidder, determined in good faith that the revised proposal from that party constituted a "Superior Proposal" under the terms of the original merger agreement.
Further negotiations with onsemi followed. The board ultimately concluded that the competing offer, as revised since its September 2 submission, no longer met the Superior Proposal threshold. The board then unanimously approved the amended deal, declaring it advisable and in the best interests of Synaptics shareholders, according to the SEC filing.
Why The Switch To Cash Matters For Shareholders
The original June deal was structured as an all-stock exchange, and it ran into trouble almost immediately. When the merger was announced, onsemi shares fell roughly 20%, erasing a substantial portion of the value the exchange ratio promised Synaptics holders. By the time the revised terms were struck, onsemi stock had slid to around $80 a share from roughly $119 at the time of the original announcement — meaning the fixed exchange ratio had become worth far less than its $7 billion headline figure.
The all-cash revision at $123 per share eliminates that stock-price exposure entirely. Synaptics shareholders now know exactly what they will receive at closing, regardless of where onsemi shares trade between now and then.
To fund the transaction, Morgan Stanley is providing a fully committed senior secured term loan of up to $2.45 billion. The amended agreement explicitly removes any closing condition tied to onsemi securing financing — the deal is not contingent on that debt being finalized.
Regulatory Status And What Comes Next
U.S. antitrust clearance under the Hart-Scott-Rodino Act has already been obtained, according to the filing. Regulatory reviews in other jurisdictions remain ongoing, and the deal still requires a Synaptics shareholder vote — specifically, the affirmative vote of holders of a majority of outstanding shares — before it can close.
Synaptics must file a preliminary proxy statement with the SEC to set that vote in motion. The transaction is targeted to close by mid-2027, pending remaining sign-offs in non-U.S. jurisdictions.
Onsemi has previously identified $200 million in annual run-rate cost synergies it expects from the combination, along with additional revenue synergies and production insourcing opportunities. The company has said those additional benefits are not expected to be realized until more than 18 months after closing.
Synaptics shares climbed about 14% to $120.69 in Friday trading following the announcement, according to market data.
The next concrete milestone is Synaptics filing a preliminary proxy with the SEC — the document that will set the shareholder vote and, ultimately, the closing timeline for a deal now targeted for mid-2027.
Sources
- Synaptics — DEFA14A (2026-10-01) — SEC EDGAR
- onsemi revises Synaptics acquisition to all-cash $5.7B deal — qz.com
- Onsemi revises Synaptics deal to $123/sh all-cash, shares of both soar — sg.finance.yahoo.com
- Onsemi To Acquire Synaptics For $123 Per Shar... — benzinga.com
- Synaptics Incorporated (SYNA) Stock Forecasts — finance.yahoo.com
- How Synaptics Buyout Shifted ON Semiconductor Corp.’s (ON) Trajectory? — finance.yahoo.com
