onsemi and Synaptics said on October 1, 2026 that they have amended their June 25, 2026 merger agreement, with onsemi now set to acquire the sensing and embedded-compute company for $123 per share in cash. The two companies said the amendment follows an unsolicited competing proposal received from a third party.
What changed
Under the revised agreement, onsemi will acquire Synaptics for $123 per share in cash, for an aggregate value of approximately $5.7 billion, compared with approximately $7 billion under the prior agreement, according to the joint announcement.
The companies said the transaction is expected to be immediately accretive to onsemi's non-GAAP earnings per share and provides value certainty for Synaptics' shareholders. The amendment followed what the companies described as a thorough review of an unsolicited competing proposal.
onsemi said the deal will be financed through a combination of cash on hand and committed financing, and that it has obtained fully committed debt financing from Morgan Stanley. The amended merger agreement does not include a closing condition related to onsemi's financing.
What the companies say
"As was the case when we initially announced the acquisition, Synaptics addresses an important aspect of our strategic direction, and we believe the revised merger agreement represents a more financially attractive transaction for our shareholders," said Hassane El-Khoury, President and CEO of onsemi.
El-Khoury said onsemi has identified incremental opportunities to create shareholder value beyond the previously announced $200 million of annual run-rate synergies, adding that additional benefits from revenue synergies and insourcing of a portion of Synaptics' production are expected to be realized after the initial 18 months post-close. He also said Synaptics complements growth in onsemi's AI data center business and brings human-machine interface and sensing products businesses to the company.
Synaptics said its board, after careful review with its financial and legal advisors, unanimously determined that the onsemi transaction, as amended, continues to be in the best interests of Synaptics and its shareholders. "By transitioning to an all-cash structure, we are providing value certainty at a meaningful premium as compared to current value," said Rahul Patel, Synaptics President and CEO.
Timing and approvals
The transaction is still expected to close by mid-2027, subject to approval by Synaptics shareholders, the receipt of required regulatory approvals and other customary closing conditions, the companies said.
According to the announcement, the transaction has been approved by the United States Federal Trade Commission, while regulators in other jurisdictions are reviewing it. Synaptics said it will file a preliminary proxy statement on Schedule 14A with the US Securities and Exchange Commission in connection with the proposed transaction.
onsemi described itself as a supplier of intelligent power and sensing technologies for automotive, industrial and AI data center end-markets. Synaptics described itself as working on AI at the Edge, with its Synaptics Astra AI-Native embedded compute, wireless connectivity and multimodal sensing solutions.
What to do
- Synaptics shareholders can review the preliminary and definitive proxy statements that Synaptics says it will file with the SEC, available free of charge at www.sec.gov and on the Synaptics investor relations website.
Key facts and where they come from
- The revised price is $123 per share in cash, about $5.7 billion in aggregate, versus roughly $7 billion previously.
onsemi will acquire Synaptics for $123 per share in cash for an aggregate value of approximately $5.7 billion as compared to approximately $7 billion for the prior agreement
- The amendment followed an unsolicited competing proposal from a third party.
The amendment follows an unsolicited competing proposal received from a third party.
- onsemi obtained fully committed debt financing from Morgan Stanley, and the amended agreement has no financing closing condition.
onsemi has obtained fully committed debt financing from Morgan Stanley. The amended merger agreement does not include a closing condition related to onsemi’s financing.
- Closing is still expected by mid-2027, subject to shareholder and regulatory approvals.
The transaction is still expected to close by mid-2027, subject to approval by Synaptics shareholders, the receipt of required regulatory approvals and other customary closing conditions.
- The US Federal Trade Commission has approved the transaction; other regulators are still reviewing.
The transaction has been approved by the United States Federal Trade Commission, and regulators in other jurisdictions are reviewing the transaction.
- onsemi points to $200 million of previously announced annual run-rate synergies plus additional benefits expected after 18 months post-close.
incremental opportunities to create shareholder value beyond the previously announced $200 million of annual run-rate synergies
- The original merger agreement was dated June 25, 2026.
they have amended their June 25, 2026 merger agreement