The deal is fully financed and the HSR waiting period has cleared, but stockholder approval is the next binary catalyst. With 39.7M shares outstanding and a majority-of-outstanding-shares vote requirement, any significant retail or institutional opposition could block the deal. Monitor proxy advisory firm recommendations (ISS, Glass Lewis) and any dissident stockholder activity ahead of the November 17 vote. The $235M termination fee creates a meaningful disincentive for Synaptics to seek a superior proposal.
Price Chart
Executive Summary
Synaptics (SYNA) is being acquired by ON Semiconductor (onsemi) for $123.00 per share in cash, a definitive all-cash merger. The Synaptics board unanimously recommends stockholders vote FOR the deal at the November 17, 2026 special meeting. The merger is expected to close by mid-2027, subject to stockholder approval and regulatory clearances, with a $235M termination fee payable by Synaptics under certain conditions and a $320M regulatory termination fee payable by onsemi.
Key Financial Metrics
Key Facts
- Merger consideration: $123.00 per share in cash, no interest.
- Special meeting: November 17, 2026, virtual-only format.
- Record date: October 13, 2026; 39,701,387 shares outstanding.
- Required vote: majority of outstanding shares (not just votes cast) — failure to vote or abstention counts AGAINST.
- Synaptics board unanimously recommends FOR the merger proposal.
- Qatalyst Partners rendered fairness opinion that $123.00/share is fair from a financial point of view.
- Synaptics termination fee: $235,000,000; onsemi regulatory termination fee: $320,000,000.
- HSR waiting period terminated early on August 12, 2026.
- Financing: $2.45 billion senior secured term loan facility from Morgan Stanley and JPMorgan; financing is not a condition to closing.
- Expected closing: as soon as practicable after conditions satisfied, with End Date of June 25, 2027 (extendable to March 25, 2028).
- Appraisal rights available under DGCL Section 262 for stockholders who do not vote in favor.
- Synaptics equity awards: unvested RSUs/PSUs/MSUs assumed by onsemi and converted using a Conversion Ratio; vested awards cashed out.
Financial Impact
Total equity value of ~$4.88 billion based on 39.7M shares at $123.00/share. onsemi has secured $2.45 billion in debt financing for the cash consideration.
Risk Factors
- Failure to obtain required stockholder vote (majority of outstanding shares) — abstentions and non-votes count AGAINST.
- Regulatory delays or conditions in China, Hungary, Japan, South Korea, Taiwan, France, or UK beyond the HSR clearance already obtained.
- Potential stockholder litigation challenging the merger or seeking additional disclosures.
- Synaptics board could change its recommendation in response to a superior proposal (subject to $235M termination fee).
- Integration risk post-close — Synaptics becomes a wholly-owned subsidiary of onsemi.
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFM14A Filing (Primary) | 0001140361-26-039983 |
| Document: ny20081083x2_defm14a.htm | 0001140361-26-039983 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 19, 2026 8d ago | DEFA14A | $117.05 $117.35 | ▲ +0.26% | ▲ +0.40% | $118.10 (+0.90%) |
Oct 19, 2026 8d ago | DEFM14A | $117.05 $117.35 | ▲ +0.26% | ▲ +0.40% | $118.10 (+0.90%) |
Oct 15, 2026 12d ago | 8-K | $117.18 $117.26 | ▲ +0.07% | ▼ −0.02% | $118.10 (+0.79%) |
Oct 8, 2026 19d ago | PREM14A | $119.82 $117.18 | ▼ −2.20% | ▼ −0.24% | $118.10 (−1.44%) |
Oct 2, 2026 25d ago | DEFA14A | $121.10 $119.82 | ▼ −1.06% | ▼ −2.22% | $118.10 (−2.48%) |
Oct 1, 2026 26d ago | DEFA14A | $121.10 $119.82 | ▼ −1.06% | ▼ −2.22% | $118.10 (−2.48%) |
Oct 1, 2026 26d ago | 8-K | $121.10 $119.82 | ▼ −1.06% | ▼ −2.22% | $118.10 (−2.48%) |
Sep 28, 2026 29d ago | Insider Cluster | $100.36 $119.73 | ▲ +19.30% | ▲ +18.10% | $118.10 (+17.68%) |
Sep 21, 2026 5w ago | Insider Cluster | $97.64 $100.79 | ▲ +3.23% | ▲ +4.41% | $118.10 (+20.95%) |
Sep 15, 2026 6w ago | DEFA14A | $89.24 $98.10 | ▲ +9.93% | ▲ +7.36% | $118.10 (+32.34%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers