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onsemi and Synaptics revised their proposed acquisition on October 1, 2026: onsemi will pay $123 in cash for each Synaptics share, for an announced transaction value of about $5.7 billion. The companies had announced an approximately $7 billion all-stock deal in June. The change followed an unsolicited competing proposal received by Synaptics, but the companies have not disclosed who made it or its terms. The acquisition had not closed as of the October 1 announcement.
What changed in the onsemi–Synaptics deal?
The June 25, 2026 agreement offered Synaptics shareholders 1.350 shares of onsemi common stock for each Synaptics share. On October 1, the companies amended that agreement to provide $123 in cash per Synaptics share, without interest. They described the revised transaction as worth approximately $5.7 billion, compared with approximately $7 billion for the original agreement. The companies’ October 1 announcement describes the amended terms.
| Term | June 25 agreement | October 1 amended agreement |
|---|---|---|
| Consideration per Synaptics share | 1.350 shares of onsemi common stock | $123 in cash, without interest |
| Announced aggregate transaction value | Approximately $7 billion | Approximately $5.7 billion |
| What determines value to Synaptics shareholders | The fixed exchange ratio meant the implied value moved with onsemi’s share price. | The cash amount per share is fixed if the transaction closes. |
The aggregate values are announced transaction valuations, not a like-for-like comparison of guaranteed cash payouts. In particular, the earlier deal’s value was tied to onsemi stock, whose market price could change; the revised agreement specifies a cash amount per Synaptics share. The companies said the cash structure provides Synaptics shareholders with value certainty. That is their characterization of the revised terms, not an independent valuation of either offer.
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The companies said Synaptics received an “unsolicited competing proposal” from a third party before they amended their agreement. onsemi’s October 1 SEC filing refers to the bidder as “Party A,” a name used in onsemi’s August 21 registration statement. The primary disclosures cited here do not identify the bidder or state the rival proposal’s price, financing, or other terms. They therefore do not establish whether that proposal was higher, lower, cash, or stock.
What is the deal’s status and expected closing date?
As of the companies’ October 1 announcement, the acquisition was still proposed, with closing expected by mid-2027. It remained subject to approval by Synaptics shareholders, required regulatory approvals, and customary closing conditions. The companies reported that the U.S. Federal Trade Commission had approved the transaction and that regulators in other jurisdictions were still reviewing it; this is the companies’ reported status on October 1, not a later regulatory update. See the October 1 release for the stated status and timing.
How will onsemi fund the acquisition?
The companies said the revised transaction would be funded with cash on hand and committed financing. onsemi’s October 1 SEC filing records a commitment from Morgan Stanley Senior Funding for up to $2.45 billion in senior secured term loans to fund part of the merger consideration and transaction costs. The filing also says financing is not a condition to onsemi’s obligation to close. The SEC Form 8-K sets out the financing commitment and related terms.
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What does onsemi say it expects from the acquisition?
onsemi’s strategic case is that Synaptics’ Edge AI compute, human-machine interface, and wireless connectivity capabilities would complement onsemi’s power and sensing portfolio and extend its connected-compute reach. When announcing the original agreement in June, onsemi estimated the deal could add $30 billion to its total addressable market, bringing it to $243 billion by 2030. That figure is onsemi’s projection, not an independently established market size. onsemi’s June announcement outlines its strategic rationale and market estimate.
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In its October 2026 investor presentation, onsemi said the deal was expected to be immediately accretive to non-GAAP earnings per share, based on consensus estimates as of September 25, 2026 and assuming a mid-2027 closing. It also said incremental synergies were expected beyond 18 months after closing. These are company forecasts, not guaranteed outcomes. onsemi’s October 2026 investor presentation provides the assumptions behind those claims.
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What shareholders should take from the revision
- Synaptics shareholders would receive $123 per share in cash if the amended deal closes, replacing the original fixed-ratio stock consideration.
- The revision followed an unsolicited proposal, but the disclosed information does not establish the competing bidder’s identity or offer terms.
- The announced transaction value changed from approximately $7 billion to approximately $5.7 billion; the original stock-based value could fluctuate with onsemi’s share price.
- The deal remained subject to shareholder, regulatory, and other closing conditions in the October 1 update.
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