SYNAPTICS Inc 8-K

What Happened

• On June 25, 2026, SYNAPTICS Inc (Synaptics) announced it entered into an Agreement and Plan of Reorganization with ON Semiconductor Corporation (onsemi) and a onsemi subsidiary (Sonic Acquisition Corp.) under which Merger Sub will merge into Synaptics and Synaptics will become an indirect, wholly‑owned subsidiary of onsemi.
• At the effective time each outstanding Synaptics common share will be converted into the right to receive 1.350 shares of onsemi common stock (the Exchange Ratio). The companies issued a joint press release and investor materials the same day.

Key Details

• Date filed: June 25, 2026; initial outside date to close: June 25, 2027 (subject to extensions aggregating up to 21 months).
• Consideration: all‑stock transaction at an exchange ratio of 1.350 onsemi shares per Synaptics share.
• Closing conditions include Synaptics stockholder approval, required antitrust/foreign investment clearances, effectiveness of an onsemi Form S-4, Nasdaq listing approval for shares to be issued, and absence of a material adverse effect.
• Equity treatment: unvested RSUs/PSUs/MSUs held by employees will generally be assumed and converted into onsemi awards; vested/accelerated awards and non‑employee awards will be cashed out for merger consideration (less tax withholdings) per the agreement formulas.
• Termination fees: Synaptics may owe onsemi a $235 million termination fee in specified circumstances; onsemi may owe Synaptics a $320 million regulatory termination fee if the deal fails due to certain regulatory issues before the End Date.

Why It Matters

• This is a material strategic acquisition: Synaptics shareholders will become holders of onsemi stock if the deal closes, so the deal value to a Synaptics investor depends on onsemi’s share price and the 1.350 exchange ratio.
• The transaction is subject to shareholder and significant regulatory approvals (antitrust and foreign investment), so closing is not guaranteed and timing could be extended substantially.
• Large termination and regulatory fees in the agreement signal potential regulatory risk and the parties’ commitment to obtain approvals. Treatment of employee equity may affect retention and dilution dynamics post‑close.