Onsemi Revises Synaptics Takeover to $5.7B All-Cash Deal, Shares Surge

Onsemi and Synaptics Incorporated announced Tuesday they have amended their merger agreement, shifting the transaction to an all-cash offer of $123 per share. The revised terms value the deal at approximately $5.7 billion, a change prompted by an unsolicited competing proposal Synaptics received from a third party.

Deal Restructured Amid Competing Offer

The new agreement marks a significant structural change from the original deal signed on June 25, 2026. The initial terms consisted of an all-stock transaction with a fixed exchange ratio of 1.350 Onsemi shares for each Synaptics share, valuing the company at approximately $7 billion at the time.

Following the competing bid, Synaptics' board engaged with Onsemi to revise the terms. The Synaptics Board has unanimously determined that the amended transaction is in the best interests of its shareholders. Rahul Patel, President and CEO of Synaptics, stated the new agreement provides "value certainty at a meaningful premium."

Market Reaction and Financial Rationale

Investors reacted positively to the revised terms. In after-hours trading, shares of Onsemi (ON) climbed over 5.7%, while Synaptics (SYNA) shares surged 12.4%.

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Onsemi stated the transaction is expected to be immediately accretive to its non-GAAP earnings per share. Hassane El-Khoury, President and CEO of Onsemi, said the all-cash structure "delivers higher value to shareholders through lower total cost consideration." The company also noted it has identified opportunities beyond the previously announced $200 million in annual run-rate synergies, including additional revenue synergies and insourcing benefits.

Financing and Path to Closing

The acquisition will be financed through a combination of cash on hand and fully committed debt financing from Morgan Stanley, according to the announcement. The amended merger agreement does not include a closing condition related to Onsemi’s financing.

The transaction is expected to close by mid-2027. It remains subject to approval by Synaptics shareholders, as well as required regulatory approvals and other customary closing conditions. The companies noted that the United States Federal Trade Commission has already approved the transaction, while reviews in other jurisdictions are ongoing.