The change followed an unsolicited competing proposal from a third party, onsemi said.
- Deal closing is still expected by mid-2027.
- onsemi chief executive Hassane El-Khoury said the all-cash structure is more attractive for his shareholders because the total cost is lower, and that the deal is now expected to add to adjusted earnings as soon as it closes.
- Synaptics CEO Rahul Patel said the shift to cash gives holders value certainty at a meaningful premium to the current price.
Synaptics (SYNA) shares jumped about 16% in after-hours trading on Thursday after onsemi (ON) agreed to buy the chipmaker for cash instead of stock, revising a merger deal the two companies entered into in June.
The change followed an unsolicited competing proposal from a third party, onsemi said. The company did not name the third party.
ON shares edged up 7% after-hours on the news, after closing the regular session up 4%.
The New ON-SYNA Deal
Under the new agreement, onsemi will pay $123 a share in cash, for an aggregate value of about $5.7 billion for Synaptics. The companies said that compares with about $7 billion under the earlier all-stock deal.
Deal closing is still expected by mid-2027, subject to a vote by Synaptics shareholders, regulatory approvals, and other customary conditions. The Federal Trade Commission has already cleared the transaction. Regulators in other jurisdictions are still reviewing it.
Synaptics will fund the purchase with cash on hand and committed debt financing from Morgan Stanley. The amended agreement does not make financing a condition of closing.
How The Deal Changed
The June agreement was an all-stock transaction. Synaptics holders would receive 1.350 onsemi shares for each Synaptics share, a fixed ratio that implied about 12% of the combined company and a premium of about 19% over the two stocks’ 10-day volume-weighted average prices at the time. The deal was expected to add to adjusted earnings within 18 months and yield about $200 million in annual run-rate synergies.
The revision drops the share exchange. onsemi shareholders will not be diluted, and Synaptics holders get a fixed cash price rather than a stake whose value moves with onsemi’s stock.
At Thursday’s close near $80, the old ratio would have been worth about $108 a share. The $123 cash price sits above that implied value and about 16% above Synaptics’ regular-session close of $106.15.
ON, SYNA Execs Weigh In
onsemi chief executive Hassane El-Khoury said the all-cash structure is more attractive for his shareholders because the total cost is lower, and that the deal is now expected to add to adjusted earnings as soon as it closes. He also said the company has found further gains beyond the $200 million of synergies already identified, from revenue overlaps and from bringing some Synaptics production in-house, though those are expected only after the first 18 months.
Synaptics’ board, after reviewing the competing approach with its advisers, unanimously concluded that the amended onsemi deal remains in shareholders’ interests. Chief executive Rahul Patel said the shift to cash gives holders value certainty at a meaningful premium to the current price.
El-Khoury kept the original strategic case. Synaptics’ human-machine interface and sensing businesses, he said, throw off predictable cash that can fund onsemi’s connected-compute push and complement its AI data-center growth.
How Did ON, SYNA Retail Traders React?
On Stocktwits, retail sentiment around ON stock stayed within neutral territory over the past 24 hours, while message volume stayed at normal levels.
Meanwhile, sentiment around SYNA rose from ‘bullish’ to ‘extremely bullish’ over the past 24 hours, while retail chatter stayed ‘extremely high.’
“$ON that was a pretty clear turn,” a Stocktwits user said about the revised deal.
View this Stocktwits post
ON stock has gained 48% year-to-date, while SYNA has added 43%.
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