onsemi and Synaptics Incorporated have amended their previously announced merger agreement, signed on June 25, 2026. The new agreement, executed on October 1, 2026, revises the terms of the transaction following an unsolicited competing proposal received by Synaptics.
Under the revised agreement, onsemi will acquire all outstanding shares of Synaptics common stock for $123 per share in cash. This represents an aggregate value of approximately $5.7 billion, down from the previously announced value of about $7 billion. The transaction is expected to be immediately accretive to onsemi’s non-GAAP earnings per share.
The deal is structured as a merger where Synaptics will merge with and into a wholly-owned subsidiary of onsemi, with Synaptics surviving as an indirect, wholly-owned subsidiary. The transaction is expected to close by mid-2027, subject to approval by Synaptics shareholders, the receipt of required regulatory approvals, and other customary closing conditions. The Hart-Scott-Rodino approval has already been obtained.
onsemi has secured fully committed debt financing for the deal from Morgan Stanley. The agreement includes provisions for the treatment of Synaptics equity awards, including restricted stock units, performance stock units, and market stock units, which will be converted or cancelled depending on their vesting status and the holder's employment status with onsemi following the merger.
onsemi’s CEO, Hassane El-Khoury, stated that the all-cash structure delivers higher value to shareholders and that the transaction represents a more financially attractive deal. Synaptics’ CEO, Rahul Patel, noted that the all-cash structure provides value certainty at a meaningful premium and that the company’s board unanimously determined the amended agreement is in the best interests of Synaptics and its shareholders.
