On Semiconductor Corporation (onsemi) announced on October 1, 2026, that it has entered into an Amended and Restated Agreement and Plan of Merger with Synaptics Incorporated. The amendment revises the terms of the previously announced acquisition, which was originally agreed upon on June 25, 2026. The transaction will see onsemi’s wholly owned subsidiary, Sonic Acquisition Corp., merge with and into Synaptics, with Synaptics surviving as a wholly owned subsidiary of onsemi.
The primary change to the deal is the revision of the merger consideration. Under the amended agreement, Synaptics shareholders will receive $123 per share in cash, without interest. This represents a decrease from the approximately $7 billion aggregate value of the prior agreement to an aggregate value of approximately $5.7 billion. The boards of directors for both onsemi and Synaptics unanimously approved the amended agreement and determined it to be in the best interests of their respective companies.
The amendment was necessitated by an unsolicited competing proposal from a third party referred to as “Party A.” Following a review of this proposal, onsemi determined that the revised transaction, which is structured as an all-cash purchase rather than a reorganization, provides a more financially attractive outcome. The company stated that the transaction is expected to be immediately accretive to non-GAAP earnings per share upon closing.
Regarding financing, onsemi has entered into a commitment letter with Morgan Stanley Senior Funding, Inc. Under this agreement, Morgan Stanley has committed to providing up to $2.45 billion in senior secured term loan to fund a portion of the merger consideration. The receipt of this financing is not a condition to onsemi’s obligation to consummate the merger.
Other terms of the amended agreement include the removal of certain closing conditions, such as the effectiveness of the Registration Statement and the approval for listing on Nasdaq of onsemi Common Stock. Additionally, the agreement eliminates the requirement for onsemi to appoint a member of the Synaptics board of directors to the onsemi board. The transaction remains subject to approval by Synaptics shareholders, the receipt of required regulatory approvals, and other customary closing conditions. The companies expect the transaction to close by mid-2027.
