onsemi and Synaptics have amended their previously announced merger agreement, with onsemi now agreeing to acquire Synaptics for $123 per share in cash in a transaction valued at approximately $5.7 billion.
The revised agreement follows an unsolicited competing proposal received by Synaptics and reduces the transaction’s aggregate value from approximately $7 billion under the companies’ prior agreement.
onsemi said the revised all-cash structure is expected to be immediately accretive to its non-GAAP earnings per share after closing while providing Synaptics shareholders with greater value certainty.
The companies originally announced their merger agreement on June 25, 2026. Synaptics’ board, following a review with its financial and legal advisers, unanimously determined that the amended onsemi transaction remains in the best interests of Synaptics and its shareholders.
onsemi continues to expect at least $200 million of annual run-rate synergies from the combination. The company has also identified additional potential value from revenue synergies and bringing a portion of Synaptics’ production in-house.
Those incremental opportunities are expected to begin contributing after the initial 18 months following the closing.
Strategically, onsemi views Synaptics as complementary to its AI data center business while adding human-machine interface and sensing product businesses with attractive margins and recurring cash generation.
The transaction will be financed through a combination of cash on hand and committed financing. Morgan Stanley has provided onsemi with fully committed debt financing, and the amended merger agreement does not include a closing condition related to financing.
The companies continue to expect the transaction to close by mid-2027, subject to Synaptics shareholder approval, remaining regulatory approvals and customary closing conditions.
The U.S. Federal Trade Commission has already approved the transaction, while reviews remain underway in other jurisdictions.
KEY QUOTES:
“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. 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.”
“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.”
Hassane El-Khoury, President and CEO of onsemi
“Our Board has been singularly focused on delivering the best outcome for our shareholders, and today’s amended agreement reflects that commitment. 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.”
Rahul Patel, President and CEO of Synaptics
