The revised deal at a lower price and all-cash structure improves onsemi's financial profile with expected immediate EPS accretion. Monitor the Synaptics shareholder vote and regulatory approvals in other jurisdictions; the HSR clearance is already obtained. The removal of the financing condition and certain closing conditions reduces execution risk.
Price Chart
Executive Summary
ON Semiconductor (onsemi) and Synaptics entered into an Amended and Restated Merger Agreement on October 1, 2026, revising the acquisition price to $123 per share in cash (aggregate value ~$5.7 billion), down from the prior agreement. The amendment follows an unsolicited competing proposal from a third party; onsemi obtained a $2.45 billion committed debt financing commitment from Morgan Stanley to fund a portion of the deal, which is expected to close by mid-2027.
Key Financial Metrics
Key Facts
- Revised merger consideration: $123 per share in cash, aggregate value approximately $5.7 billion (down from ~$7 billion in prior agreement).
- Transaction expected to be immediately accretive to onsemi's non-GAAP EPS upon closing.
- onsemi obtained a fully committed $2.45 billion senior secured term loan facility from Morgan Stanley Senior Funding, Inc.
- Receipt of financing is NOT a condition to onsemi's obligation to close the merger.
- The Amended Merger Agreement removes certain closing conditions, including effectiveness of the S-4 registration statement, Nasdaq listing approval, absence of a Parent MAE, and tax opinions.
- The transaction is expected to close by mid-2027, subject to Synaptics shareholder approval and regulatory approvals.
- HSR waiting period was granted early termination on August 12, 2026.
- Synaptics Board unanimously recommends the transaction.
Financial Impact
Revised all-cash consideration of $123 per share for Synaptics, aggregate ~$5.7 billion. onsemi secured $2.45 billion in committed debt financing. Transaction expected to be immediately accretive to non-GAAP EPS.
Risk Factors
- Synaptics shareholder approval required; competing proposal risk remains until vote.
- Regulatory approvals in non-US jurisdictions still pending.
- Integration risks and realization of identified revenue synergies and insourcing benefits are post-close (18+ months).
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001140361-26-038294 |
| Document: ef20083030_ex10-1.htm | 0001140361-26-038294 |
| Document: ef20083030_8k.htm | 0001140361-26-038294 |
| Document: ef20083030_ex99-1.htm | 0001140361-26-038294 |
| Document: 0001140361-26-038294-index-headers.html | 0001140361-26-038294 |
| Document: 0001140361-26-038294-index.html | 0001140361-26-038294 |
| Document: 0001140361-26-038294.txt | 0001140361-26-038294 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 3d ago | Institutional Cluster | $72.25 | awaiting T+5 | — | $74.06 (+2.51%) |
Oct 15, 2026 11d ago | Press Release | $72.02 | awaiting T+5 | — | $74.06 (+2.83%) |
Oct 7, 2026 19d ago | SC 13G/A | $82.51 $73.36 | ▼ −11.09% | ▼ −10.11% | $74.06 (−10.24%) |
Oct 1, 2026 25d ago | DEFA14A | $84.89 $77.53 | ▼ −8.67% | ▼ −9.83% | $74.06 (−12.76%) |
Oct 1, 2026 25d ago | 8-K | $84.89 $77.53 | ▼ −8.67% | ▼ −9.83% | $74.06 (−12.76%) |
Oct 1, 2026 25d ago | Press Release | $84.89 $77.53 | ▼ −8.67% | ▼ −9.83% | $74.06 (−12.76%) |
Aug 21, 2026 9w ago | S-4 | $74.21 $72.61 | ▼ −2.16% | ▼ −2.63% | $74.06 (−0.20%) |
Aug 13, 2026 10w ago | 425 | $81.56 $74.71 | ▼ −8.40% | ▼ −6.43% | $74.06 (−9.20%) |
Aug 13, 2026 10w ago | 8-K | $81.56 $74.71 | ▼ −8.40% | ▼ −6.43% | $74.06 (−9.20%) |
Aug 3, 2026 12w ago | 8-K | $80.78 $81.11 | ▲ +0.41% | ▲ +0.51% | $74.06 (−8.32%) |
US Market Status
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