onsemi Moves Synaptics Deal to $123 a Share in Cash, Cutting Value to $5.7 Billion After Rival Bid

ON and SYNA amended their merger agreement on Oct. 1: onsemi will acquire Synaptics for $123 per share in cash, an aggregate value of about $5.7 billion versus about $7 billion under the prior agreement. The June 25 deal was all stock, at a fixed 1.350 onsemi shares per Synaptics share, so the revision is a downsized deal paid in cash rather than stock.

The amendment follows an unsolicited competing proposal from a third party. Synaptics' 8-K says a strategic party, called "Party A" in the filings, made a non-binding proposal on Sept. 2, 2026; its board deemed a raised version a "Superior Proposal," then concluded after onsemi's amendment that it no longer was one and unanimously approved the revised deal. Party A's identity and price were not disclosed. onsemi says the cash structure lowers its total cost and expects the deal to be immediately accretive to non-GAAP EPS, a company projection.

Funding comes from cash on hand and committed debt: onsemi's 8-K shows Morgan Stanley agreed to provide up to $2.45 billion of senior secured term loan for a portion of the price, and there is no financing condition. The amendment drops conditions tied to the stock deal, such as the S-4 registration and Nasdaq listing of new shares, and Hart-Scott-Rodino approval is already in hand. ON rose 5.7% and SYNA 12.4% after hours, per Investing.com.

The deal is still expected to close by mid-2027, subject to a Synaptics shareholder vote and reviews in other jurisdictions, with a preliminary proxy due within 10 days. Watch whether Party A returns with a higher offer, how the term loan affects onsemi's leverage, and progress beyond the $200 million synergy target.