ON · 10-Q · 2026Q4 · Full report

Acquisition / Partnership / Divestiture

ON SEMICONDUCTOR CORP · 2026-11-02 · Importance 75 · Surprise 60 · In source text

On June 25, 2026, onsemi agreed to acquire Synaptics, revising the cash consideration to $123.00 per share in an amended agreement dated October 1, 2026. The acquisition is anticipated to close in mid-2027, subject to Synaptics stockholder approval and regulatory approvals, including antitrust and foreign investment approvals; the FTC granted early termination of the HSR waiting period on August 12, 2026. onsemi may owe Synaptics a $320.0 million termination fee if the agreement ends because required regulatory approvals are not obtained, while Synaptics may owe onsemi $235.0 million in specified termination circumstances. onsemi expects to fund the transaction with cash and up to $2,450.0 million in senior secured term loans, and currently intends to discharge Synaptics’ senior notes and repay its $350 million revolving facility at closing.

Key facts

• In certain termination circumstances, Synaptics may owe ON Semiconductor a $235.0 million termination fee, while ON Semiconductor may owe Synaptics a $320.0 million fee if the merger terminates due to failure to obtain required regulatory approvals. source
• The Synaptics merger is anticipated to close in mid-2027, subject to customary closing conditions, including stockholder approval and regulatory approvals. source
• ON Semiconductor entered an agreement on June 25, 2026 to acquire Synaptics, which would become its wholly owned subsidiary. source
• On October 1, 2026, ON Semiconductor amended the merger agreement to set cash consideration at $123.00 per Synaptics share. source
• ON Semiconductor's board unanimously approved the amended merger agreement with Synaptics. source
• The parties filed their HSR notifications with the FTC and DOJ on July 17, 2026, and the FTC granted early termination of the HSR waiting period on August 12, 2026. source

Impact estimates