ON Semiconductor Announces Amended Merger to Acquire Synaptics for $123/Share

What Happened
ON Semiconductor Corporation (onsemi) announced on October 1, 2026 that it entered into an Amended and Restated Agreement and Plan of Merger to acquire Synaptics Incorporated. Under the amended agreement, Merger Sub (Sonic Acquisition Corp.) will merge into Synaptics and Synaptics will become a wholly owned subsidiary of onsemi. The revised merger consideration is $123.00 per share in cash. The amendment follows an unsolicited acquisition proposal Synaptics received and updates the June 25, 2026 agreement.

Key Details

• Merger consideration: $123.00 per share in cash (no interest); holders of Synaptics shares who properly exercise appraisal rights may seek appraisal under Delaware law.
• Date: Amended Merger Agreement signed October 1, 2026; original agreement announced June 25, 2026.
• Financing: onsemi entered a commitment letter with Morgan Stanley Senior Funding, Inc. for up to $2,450,000,000 of senior secured term loan to help fund part of the cash consideration; receipt of financing is not a condition to onsemi’s obligation to close.
• Other terms: the deal is no longer structured as a tax‑free reorganization under IRC §368; onsemi will withdraw its Registration Statement; certain prior closing conditions (including effectiveness of the registration statement, Nasdaq listing approval for onsemi stock, an absence of a continuing MAE for onsemi, and receipt of closing tax opinions) were removed. Synaptics will file a preliminary proxy within 10 days and hold a stockholder vote after SEC review timelines.

Why It Matters
This amendment fixes the purchase price at $123 per Synaptics share in cash, which is decisive for Synaptics shareholders (who will vote on the transaction) and removes the earlier stock‑exchange element of the deal. onsemi has lined up sizable debt financing but is contractually required to close the merger regardless of actually receiving that financing, which could affect onsemi’s balance sheet and credit profile after closing. Key remaining hurdles are the Synaptics shareholder vote, regulatory approvals and customary closing conditions described in the agreement. Investors should watch upcoming proxy filings, the shareholder vote timeline, and any regulatory or litigation developments.