The key catalyst is the shareholder vote is the vote itself. Monitor for any supplemental disclosures or any competing proposal that could emerge before the special meeting. The all-cash deal with committed financing and no financing condition significantly de-risks the closing, but regulatory approvals in China, Hungary, Japan, South Korea, Taiwan, France, and the UK remain outstanding.
Price Chart
Executive Summary
Synaptics (SYNA) filed a preliminary proxy statement (PREM14A) for a special meeting of stockholders to vote on the proposed acquisition by ON Semiconductor (onsemi) for $123.00 per share in cash, an aggregate value of approximately $4.9 billion. The filing details the amended merger agreement following a competing proposal from an unnamed third party, which the Synaptics board evaluated and determined no longer constituted a superior proposal after onsemi revised its offer to all-cash. The board unanimously recommends stockholders vote FOR the merger, which is expected to close by mid-2027 subject to shareholder and regulatory approvals, with HSR clearance already obtained.
Key Financial Metrics
Key Facts
- Synaptics stockholders to vote on acquisition by ON Semiconductor (onsemi) for $123.00 per share in cash.
- Total transaction value approximately $4.9 billion based on 39,959,170 shares.
- Synaptics board unanimously recommends adoption of the merger agreement.
- Qatalyst Partners rendered a fairness opinion that the $123.00 per share cash consideration is fair from a financial point of view.
- HSR Act waiting period was granted early termination on August 12, 2026.
- Merger expected to close by mid-2027, with an End Date of June 25, 2027, extendable to March 25, 2028.
- Synaptics termination fee of $235 million payable in certain circumstances; onsemi regulatory termination fee of $320 million.
- No financing condition; onsemi has committed financing of up to $2.45 billion from Morgan Stanley and JPMorgan.
- Synaptics stockholders will receive $123.00 per share in cash, a 22% premium to the closing price of $100.79 on September 29, 2026.
Financial Impact
Synaptics stockholders to receive $123.00 per share in cash, totaling approximately $4.9 billion. The all-cash consideration provides value certainty and represents a significant premium to recent trading prices.
Risk Factors
- Risk that required shareholder approval from Synaptics stockholders may not be obtained.
- Risk that required regulatory approvals in certain jurisdictions (China, Hungary, Japan, South Korea, Taiwan, France, UK) may not be obtained or may impose conditions.
- Risk of litigation challenging the merger could delay or prevent closing.
- Risk that the merger does not close, and Synaptics remains an independent public company.
- Risk that the all-cash consideration does not allow stockholders do not benefit from any future upside in the combined company.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| PREM14A Filing (Primary) | 0001140361-26-039142 |
| Document: ny20081083x1_ex107.htm | 0001140361-26-039142 |
| Document: 0001140361-26-039142-index-headers.html | 0001140361-26-039142 |
| Document: 0001140361-26-039142-index.html | 0001140361-26-039142 |
| Document: 0001140361-26-039142.txt | 0001140361-26-039142 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 19, 2026 7d ago | DEFA14A | $117.05 $117.35 | ▲ +0.26% | ▲ +0.40% | $117.35 (+0.26%) |
Oct 19, 2026 7d ago | DEFM14A | $117.05 $117.35 | ▲ +0.26% | ▲ +0.40% | $117.35 (+0.26%) |
Oct 15, 2026 11d ago | 8-K | $117.18 $117.26 | ▲ +0.07% | ▼ −0.02% | $117.35 (+0.15%) |
Oct 8, 2026 18d ago | PREM14A | $119.82 $117.18 | ▼ −2.20% | ▼ −0.24% | $117.35 (−2.06%) |
Oct 2, 2026 24d ago | DEFA14A | $121.10 $119.82 | ▼ −1.06% | ▼ −2.22% | $117.35 (−3.10%) |
Oct 1, 2026 25d ago | DEFA14A | $121.10 $119.82 | ▼ −1.06% | ▼ −2.22% | $117.35 (−3.10%) |
Oct 1, 2026 25d ago | 8-K | $121.10 $119.82 | ▼ −1.06% | ▼ −2.22% | $117.35 (−3.10%) |
Sep 28, 2026 28d ago | Insider Cluster | $100.36 $119.73 | ▲ +19.30% | ▲ +18.10% | $117.35 (+16.93%) |
Sep 21, 2026 5w ago | Insider Cluster | $97.64 $100.79 | ▲ +3.23% | ▲ +4.41% | $117.35 (+20.19%) |
Sep 15, 2026 5w ago | DEFA14A | $89.24 $98.10 | ▲ +9.93% | ▲ +7.36% | $117.35 (+31.50%) |
US Market Status
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