onsemi cuts Synaptics deal to $123 per share cash, about $5.7 billion, after rival bid

onsemi and Synaptics reworked their merger after a third-party competing proposal surfaced. In a press release furnished with an 8-K Thursday, ON Semiconductor Corporation said the companies amended the June 25, 2026 merger agreement so onsemi will acquire Synaptics for $123 per share in cash — an aggregate value of about $5.7 billion, down from roughly $7 billion under the prior agreement.

onsemi said the revised all-cash terms are expected to be immediately accretive to its non-GAAP earnings per share and follow a thorough review of the unsolicited competing proposal. Synaptics’ board unanimously determined the amended onsemi deal remains in the best interests of Synaptics and its shareholders, according to the release.

CEO Hassane El-Khoury said the lower cash consideration delivers higher value to onsemi shareholders and that the company has identified incremental opportunities beyond the previously announced $200 million of annual run-rate synergies, including revenue synergies and insourcing some Synaptics production expected after the first 18 months post-close. Synaptics President and CEO Rahul Patel said moving to an all-cash structure provides value certainty at a meaningful premium versus current value.

The deal is to be financed with cash on hand and committed financing; onsemi said it has fully committed debt financing from Morgan Stanley and that the amended agreement does not include a financing closing condition. Closing is still expected by mid-2027, subject to Synaptics shareholder approval, required regulatory approvals, and other customary conditions. The release said the U.S. Federal Trade Commission has approved the transaction and that regulators in other jurisdictions are still reviewing it.

onsemi shares rose Thursday, last near $80.08, up about 4.2% on the day.

By the numbers

• Revised price: $123 per Synaptics share in cash
• Aggregate value: about $5.7 billion (vs. about $7 billion prior)
• Previously announced run-rate synergies: $200 million annually
• Timing: close targeted by mid-2027

Sources

1. ON Semiconductor Corporation Form 8-K, filed Oct. 1, 2026, accession 0001140361-26-038294
2. onsemi / Synaptics Exhibit 99.1 press release, “onsemi and Synaptics Announce Revised Merger Agreement,” dated Oct. 1, 2026

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