The revised deal at a lower price point and all-cash structure removes stock-price uncertainty for Synaptics holders while improving onsemi's accretion profile. The immediate EPS accretion and identified incremental revenue synergies beyond the previously announced $200M annual run-rate synergies are key catalysts. Monitor Synaptics shareholder vote and any competing bid developments.
Price Chart
Executive Summary
ON Semiconductor (onsemi) and Synaptics have amended their merger agreement, reducing the all-cash consideration to $123 per share (from the prior stock-and-cash structure) for an aggregate value of approximately $5.7 billion, down from ~$7 billion. The revised deal follows an unsolicited competing proposal received by Synaptics. onsemi has secured a $2.45 billion senior secured term loan commitment from Morgan Stanley to fund a portion of the cash consideration, though financing is not a condition to closing. The transaction is expected to close by mid-2027, subject to Synaptics shareholder approval and regulatory clearances.
Key Financial Metrics
Key Facts
- Revised merger consideration: $123.00 per share in cash, down from prior stock-and-cash structure
- Aggregate transaction value approximately $5.7 billion (down from ~$7 billion)
- onsemi secured $2.45 billion senior secured term loan commitment from Morgan Stanley
- Transaction expected to be immediately accretive to onsemi's non-GAAP EPS upon closing
- Synaptics board unanimously approved the amended agreement
- Closing expected by mid-2027, subject to Synaptics shareholder vote and regulatory approvals
- HSR waiting period already terminated (August 12, 2026); FTC approval received
- Amended agreement removes requirement for onsemi to appoint a Synaptics board member
- Merger no longer structured as a tax-free reorganization under Section 368 of the IRC
Financial Impact
Reduction in total consideration from ~$7B to ~$5.7B, representing a ~$1.3B decrease in cash outlay for onsemi. The $123/share all-cash offer represents a meaningful premium to Synaptics' unaffected price.
Risk Factors
- Synaptics shareholders may reject the lower $123/share all-cash offer versus the prior higher-value structure
- Regulatory approvals in non-U.S. jurisdictions remain outstanding and could delay or block closing
- Integration risks and execution of identified revenue synergies and production insourcing benefits
- Increased leverage from the $2.45B debt financing could pressure onsemi's credit profile
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001140361-26-038297 |
| Document: ef20083030_ex10-1.htm | 0001140361-26-038297 |
| Document: ef20083030_formdefa14a.htm | 0001140361-26-038297 |
| Document: ef20083030_ex99-1.htm | 0001140361-26-038297 |
| Document: 0001140361-26-038297-index-headers.html | 0001140361-26-038297 |
| Document: 0001140361-26-038297-index.html | 0001140361-26-038297 |
| Document: 0001140361-26-038297.txt | 0001140361-26-038297 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 4d ago | Institutional Cluster | $72.25 | awaiting T+5 | awaiting T+5 | $74.86 (+3.62%) |
Oct 15, 2026 12d ago | Press Release | $72.02 | awaiting T+5 | awaiting T+5 | $74.86 (+3.95%) |
Oct 7, 2026 20d ago | SC 13G/A | $82.51 $73.36 | ▼ −11.09% | ▼ −10.11% | $74.86 (−9.27%) |
Oct 1, 2026 26d ago | DEFA14A | $84.89 $77.53 | ▼ −8.67% | ▼ −9.83% | $74.86 (−11.81%) |
Oct 1, 2026 26d ago | 8-K | $84.89 $77.53 | ▼ −8.67% | ▼ −9.83% | $74.86 (−11.81%) |
Oct 1, 2026 26d ago | Press Release | $84.89 $77.53 | ▼ −8.67% | ▼ −9.83% | $74.86 (−11.81%) |
Aug 21, 2026 9w ago | S-4 | $74.21 $72.61 | ▼ −2.16% | ▼ −2.63% | $74.86 (+0.88%) |
Aug 13, 2026 10w ago | 425 | $81.56 $74.71 | ▼ −8.40% | ▼ −6.43% | $74.86 (−8.21%) |
Aug 13, 2026 10w ago | 8-K | $81.56 $74.71 | ▼ −8.40% | ▼ −6.43% | $74.86 (−8.21%) |
Aug 3, 2026 12w ago | 8-K | $80.78 $81.11 | ▲ +0.41% | ▲ +0.51% | $74.86 (−7.32%) |
US Market Status
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