onsemi and Synaptics Incorporated announced they have amended their June 25, 2026 merger agreement. The amendment follows an unsolicited competing proposal received from a third party.
Under the revised agreement, onsemi will acquire Synaptics for $123 per share in cash for an aggregate value of approximately $5.7 billion as compared to approximately $7 billion for the prior agreement. The transaction is expected to be immediately accretive to onsemi’s non-GAAP earnings per share and provides value certainty for Synaptics’ shareholders.
“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. “The all-cash transaction delivers higher value to our shareholders through lower total cost consideration, and we now expect the transaction to be immediately accretive to non-GAAP EPS upon closing. In addition, we have identified incremental opportunities to create shareholder value beyond the previously announced $200 million of annual run-rate synergies. These additional benefits from revenue synergies and insourcing of a portion of Synaptics’ production are expected to be realized after the initial 18 months post-close, further strengthening the long-term earnings and cash flow profile of the combined company.”
El-Khoury continued, “Synaptics is accretive to our long-term model, with a strong growth outlook and attractive gross margin profile that will help accelerate onsemi’s evolution. Additionally, Synaptics complements growth in our AI data center business, and brings to onsemi its highly profitable human-machine interface, and sensing products businesses that generate strong and predictable cash flows, providing the combined company with a durable funding engine to accelerate its connected compute capabilities.”
After careful review with its financial and legal advisors, the Synaptics Board unanimously determined that the onsemi transaction, as amended, continues to be in the best interests of Synaptics and its shareholders.
“Our Board has been singularly focused on delivering the best outcome for our shareholders, and today’s amended agreement reflects that commitment,” said Rahul Patel, Synaptics President and CEO. “By transitioning to an all-cash structure, we are providing value certainty at a meaningful premium as compared to current value. We are confident this path is the right choice for our shareholders.”
The transaction will be financed through a combination of cash on hand and committed financing. onsemi has obtained fully committed debt financing from Morgan Stanley. The amended merger agreement does not include a closing condition related to onsemi’s financing.
The transaction is still expected to close by mid-2027, subject to approval by Synaptics shareholders, the receipt of required regulatory approvals and other customary closing conditions. The transaction has been approved by the United States Federal Trade Commission, and regulators in other jurisdictions are reviewing the transaction.
