Onsemi will now acquire Synaptics in all-cash deal worth $57 billion

ON Semiconductor Corp. (ON) announced on Wednesday that it has entered into an amended and restated merger agreement to acquire Synaptics Incorporated (SYNA) for $123 per share in cash, lowering the total aggregate value to approximately $5.7 billion from the previously announced $7 billion.

The revised deal structure follows an unsolicited competing acquisition proposal received by Synaptics from an undisclosed third party referred to as Party A. Both boards of directors unanimously approved the updated terms.

Here is how the transaction terms compare:

• Merger consideration: $123 per share in cash, without interest.
• Aggregate value: Approximately $5.7 billion.
• Structure: Pure cash transaction, no longer structured as a tax-free reorganization under Section 368 of the Internal Revenue Code.

Onsemi secured a fully committed debt financing package totaling up to $2.45 billion in senior secured term loan facilities from Morgan Stanley Senior Funding, Inc. to fund a portion of the purchase price and transaction expenses. The remaining consideration will be paid using cash from the company balance sheet. The financing is not a closing condition for the transaction.

"As was the case when we initially announced the acquisition, Synaptics addresses an important aspect of our strategic direction, and we believe the revised merger agreement represents a more financially attractive transaction for our shareholders," said Hassane El-Khoury, President and CEO of onsemi.

El-Khoury added that the transaction is expected to be immediately accretive to non-GAAP earnings per share upon closing. The company also anticipates incremental revenue synergies and production insourcing benefits beyond the previously announced $200 million of annual run-rate synergies.

"By transitioning to an all-cash structure, we are providing value certainty at a meaningful premium as compared to current value," said Rahul Patel, Synaptics President and CEO.

The transaction has already received approval from the United States Federal Trade Commission, though ongoing reviews by regulators in other jurisdictions remain. The deal is expected to close by mid-2027, subject to approval by Synaptics stockholders and customary closing conditions.