onsemi and Synaptics announced that they have entered into a definitive agreement under which onsemi will acquire Synaptics in an all-stock transaction.
The deal represents a total enterprise value of approximately $7 billion. Under the terms of the agreement, Synaptics stockholders will receive 1.350 shares of onsemi common stock for each Synaptics share.
The exchange ratio represents an approximately 19% premium to the volume-weighted average closing prices of onsemi and Synaptics over the last 10 trading days. After the transaction closes, Synaptics stockholders are expected to own approximately 12% of the combined company on a fully diluted basis.
The transaction is intended to accelerate onsemi’s evolution from a provider of power and sensing technologies into a broader intelligent systems company. By adding Synaptics’ Edge AI compute, human-machine interface, and wireless connectivity portfolio, onsemi expects to expand its capabilities across Physical AI applications.
onsemi said the acquisition would position the company at the intersection of four key pillars of Physical AI: Power, Sense, Connected Compute, and Control. These capabilities enable machines to sense, decide, act, and adapt in the physical world.
The combination is expected to expand onsemi’s total addressable market by $30 billion to $243 billion by 2030. onsemi said the deal also extends its reach beyond AI data centers into intelligent edge applications across automotive, industrial, robotics, autonomous driving, AR/VR, and other end markets.
Synaptics’ Astra platform adds purpose-built AI processors and neural processing units for multimodal intelligence. Synaptics also brings a wireless connectivity portfolio spanning Wi-Fi, Bluetooth, and GPS, along with an open-source software stack designed for faster deployment.
onsemi expects the combined company to deepen customer relationships by offering more integrated system-level solutions across power, sensing, compute, connectivity, and control. The company also expects the transaction to support higher-value differentiated solutions with embedded IP and software.
The transaction is expected to be accretive to non-GAAP earnings per share within 18 months of closing. onsemi also expects approximately $200 million in annual synergies, with gross margins consistent with its long-term financial model.
As part of the transaction, one member of Synaptics’ Board of Directors is expected to join onsemi’s Board. The deal has been unanimously approved by the Boards of Directors of both companies and is expected to close in mid-2027, subject to Synaptics stockholder approval, regulatory approvals, and other customary closing conditions.
Morgan Stanley served as lead financial advisor to onsemi. J.P. Morgan Securities also served as financial advisor, and Skadden, Arps, Slate, Meagher & Flom served as legal counsel to onsemi. Qatalyst Partners acted as exclusive financial advisor to Synaptics, and Baker McKenzie served as legal counsel.
KEY QUOTES:
“As artificial intelligence moves beyond the cloud and into the physical world, including automotive and industrial, the next phase of innovation will depend on systems that can sense, decide, act and adapt in real time. This shift towards Physical AI will require Power, Sense, Connected Compute and Control to work together seamlessly. The addition of Synaptics helps position onsemi at the intersection of these four pillars, enabling us to capture a significantly larger AI opportunity that extends beyond AI data center and into edge applications. This transaction would add immediate connected compute capabilities, expand our software and ecosystem reach and position onsemi to deliver greater value as customers increasingly seek intelligent systems.”
Hassane El-Khoury, President and CEO of onsemi
“Today’s announcement marks an important step in accelerating Synaptics’ growth and leadership in Edge AI and Physical AI. Together with onsemi, we will combine Synaptics’ strengths in AI-native compute, connectivity, and human-machine interface with onsemi’s leadership in intelligent power and sensing to offer customers integrated solutions and development platforms across every layer of the Edge AI stack, deepening customer engagement and expanding across a greater total addressable market. The all-stock structure allows our shareholders to participate in the compelling growth and value creation opportunities ahead, and I look forward to working with the onsemi leadership team to help realize the full value of this combination.”
Rahul Patel, President and CEO of Synaptics
