Synaptics Inc. Announces Merger with ON Semiconductor for $123/Share

What Happened
On October 1, 2026, Synaptics Incorporated entered into an Amended and Restated Agreement and Plan of Merger with ON Semiconductor Corporation and its wholly owned subsidiary Sonic Acquisition Corp. Under the agreement, Sonic Acquisition Corp. will merge into Synaptics, and Synaptics will become an indirect, wholly owned subsidiary of ON Semiconductor. At the effective time each outstanding Synaptics share (excluding certain excluded or dissenting shares) will be converted into the right to receive $123.00 per share in cash. The Synaptics board and a special committee reviewed an unsolicited proposal from a third party during negotiations and ultimately unanimously approved the amended merger agreement.

Key Details

• Deal price: $123.00 in cash per share for each outstanding Synaptics common share (subject to appraisal rights for dissenting stockholders under Delaware law).
• Date filed/executed: A&R Merger Agreement executed and reported on October 1, 2026 (amends the June 25, 2026 agreement).
• Equity-award treatment: Unvested RSUs/PSUs/MSUs held by individuals who are employees of ON Semiconductor immediately after closing will generally be converted into Parent (onsemi) awards using a Conversion Ratio = $123 ÷ (onsemi VWAP over 5 trading days ending 3 trading days before the Effective Time). Vested or accelerated awards and awards held by non-employee directors will be cancelled for cash equal to the Merger Consideration (less applicable tax withholdings), with performance awards treated as if achieved at target where applicable.
• Closing conditions and approvals: Closing is subject to customary conditions (accuracy of reps/warranties, covenants, no continuing material adverse effect, required Synaptics stockholder vote—majority of outstanding shares entitled to vote—and required governmental/antitrust and foreign investment approvals). Hart‑Scott‑Rodino clearance has already been obtained. The transaction is not conditioned on ON Semiconductor obtaining financing, though Synaptics agreed to cooperate with financing efforts.

Why It Matters
This is a definitive acquisition agreement that would result in an all-cash buyout at $123 per share if the required approvals and closing conditions are satisfied. For Synaptics shareholders who vote in favor, the result is a cash payment per share; those who properly exercise appraisal rights would instead pursue statutory appraisal under Delaware law. Employees with unvested equity should expect conversion into onsemi equity only if they are employees of onsemi after closing; certain vested or accelerated awards will be cashed out. While HSR clearance is done, the deal still needs the stockholder vote and other regulatory approvals before closing.