onsemi cuts Synaptics deal to $5.7B all-cash after rival bid

ON Semiconductor Corporation and Synaptics Incorporated said on October 1, 2026 that they have amended their June 25, 2026 merger agreement so onsemi will acquire Synaptics for $123 per share in cash — an aggregate value of approximately $5.7 billion, down from approximately $7 billion under the prior agreement — after an unsolicited competing proposal, with closing still expected by mid-2027 (Form 8-K AccNo 0001140361-26-038294 and 0001140361-26-038301).

onsemi and Synaptics reworked their pending combination into a smaller all-cash deal after a third-party bid surfaced — a definitive amendment announced October 1, 2026, not a completed acquisition.

$123 per share cash; ~$5.7 billion aggregate

On October 1, 2026, ON Semiconductor Corporation (NASDAQ: ON), also styled onsemi, and Synaptics Incorporated (NASDAQ: SYNA) entered an Amended and Restated Agreement and Plan of Merger. Dual Form 8-K filings AccNo 0001140361-26-038294 (onsemi; Items 1.01, 8.01, 9.01) and AccNo 0001140361-26-038301 (Synaptics; Items 1.01, 7.01, 9.01) attach the same Exhibit 99.1 press release.

Under the revised terms, onsemi will acquire Synaptics for $123 per share in cash, without interest. The companies peg aggregate value at approximately $5.7 billion, compared with approximately $7 billion under the June 25, 2026 agreement. The amendment follows Synaptics' receipt of an unsolicited acquisition proposal from a third party identified as "Party A" in onsemi's August 21, 2026 Form S-4 registration statement.

Financing committed; not a closing condition

onsemi said it will fund the deal with cash on hand plus fully committed debt financing from Morgan Stanley Senior Funding, Inc. A Commitment Letter dated October 1, 2026 provides for up to $2.45 billion of senior secured term loan to fund part of the merger consideration and related fees. The amended merger agreement does not make financing a condition to onsemi's obligation to close.

Mid-2027 close still expected — not completed

The transaction remains expected to close by mid-2027, subject to Synaptics shareholder approval, required regulatory approvals, and other customary closing conditions. The companies say the U.S. Federal Trade Commission has approved the transaction; reviews continue in other jurisdictions. Synaptics' board unanimously determined that the amended onsemi transaction continues to be in the best interests of Synaptics and its shareholders.

onsemi said it expects the revised transaction to be immediately accretive to non-GAAP earnings per share upon closing and pointed to incremental revenue-synergy and production-insourcing opportunities beyond the previously announced $200 million of annual run-rate synergies, with those additional benefits expected after the first 18 months post-close.

Why the amendment matters

The rewrite shrinks headline consideration by about $1.3 billion versus the June stock deal while shifting Synaptics holders to cash certainty. It is still an Item 1.01 entry into a material definitive agreement — not an Item 2.01 completion — and the mid-2027 timetable plus remaining non-U.S. clearances keep closing risk on the table.

Sources & evidence

- ON Semiconductor Form 8-K AccNo 0001140361-26-038294 (Items 1.01/8.01/9.01) and Synaptics Form 8-K AccNo 0001140361-26-038301 (Items 1.01/7.01/9.01), earliest event October 1, 2026. - Joint Exhibit 99.1 press release: onsemi and Synaptics Announce Revised Merger Agreement ($123/share cash; ~$5.7B vs ~$7B prior; competing proposal; mid-2027 expected close). - ON Item 1.01 Commitment Letter with Morgan Stanley Senior Funding for up to $2.45 billion senior secured term loan; financing not a closing condition.