ON · 8-K · 20261001PR038294
Acquisition / Partnership / Divestiture
ON SEMICONDUCTOR CORP · 2026-10-01 · Importance 74 · Surprise 58 · In source text
Onsemi amended its June 25, 2026 merger agreement to acquire Synaptics for $123 per share in cash, an aggregate value of approximately $5.7 billion, down from approximately $7 billion under the prior agreement. The transaction is expected to be immediately accretive to onsemi’s non-GAAP earnings per share upon closing, and onsemi identified incremental value-creation opportunities beyond the previously announced $200 million of annual run-rate synergies. Additional revenue synergies and insourcing of a portion of Synaptics’ production are expected to be realized after the initial 18 months post-close. The transaction is expected to close by mid-2027, subject to Synaptics shareholder approval, required regulatory approvals and other customary conditions; the U.S. Federal Trade Commission has approved it, while regulators in other jurisdictions are reviewing it.
Key facts
- Under the revised agreement, onsemi will acquire Synaptics for $123 per share in cash, for an aggregate value of approximately $5.7 billion, compared with approximately $7 billion under the prior agreement. source
- Onsemi identified incremental shareholder-value opportunities beyond the previously announced $200 million of annual run-rate synergies from the Synaptics transaction. source
- The transaction will be financed through cash on hand and committed financing, including fully committed debt financing obtained by onsemi from Morgan Stanley. source
- The Synaptics transaction is expected to close by mid-2027, subject to Synaptics shareholder approval, required regulatory approvals, and other customary closing conditions. source
- The amended merger agreement does not include a closing condition related to onsemi’s financing. source
- Onsemi and Synaptics amended their June 25, 2026 merger agreement on October 1, 2026, following an unsolicited competing proposal from a third party. source
- Additional benefits from revenue synergies and insourcing a portion of Synaptics’ production are expected after the initial 18 months post-close. source
- The Synaptics acquisition is expected to be immediately accretive to onsemi’s non-GAAP earnings per share. source
Impact estimates
| metric | direction | stage | expected | basis |
|---|---|---|---|---|
| operating_income | positive | probable | +5.8% | Onsemi identified incremental shareholder-value opportunities beyond the previously announced $200 million of annual run-rate synergies… |
| cash | negative | probable | — | Under the revised agreement, onsemi will acquire Synaptics for $123 per share in cash, for an aggregate value of approximately $5.7… |
| operating_income | positive | contingent | — | Onsemi identified incremental shareholder-value opportunities beyond the previously announced $200 million of annual run-rate synergies… |
| liability | negative | committed | — | The transaction will be financed through cash on hand and committed financing, including fully committed debt financing obtained by onsemi… |