| Deal value | $5.7B |
|---|---|
| Share of market cap | 17.2% |
| Share of annual revenue | 95.1% |
Key highlights
- Acquisition price set at $123.00 per share in cash for an aggregate value of $5.7 billion
- Revised from an original $7 billion agreement involving stock consideration
- Transaction expected to be immediately accretive to onsemi non-GAAP EPS upon closing
- Acquisition follows an unsolicited competing proposal for Synaptics from a third party
- Expected closing by mid-2027 subject to shareholder and regulatory approvals
What Is the Deal?
onsemi and Synaptics Incorporated have entered into an amended and restated merger agreement, shifting the acquisition structure from a stock-and-cash reorganization to a pure all-cash transaction. Under the revised terms, onsemi will acquire all outstanding shares of Synaptics for $123.00 per share, representing a total enterprise value of approximately $5.7 billion. This amendment follows the receipt of an unsolicited proposal for Synaptics from a third party, prompting onsemi to renegotiate the deal to secure the asset. The companies anticipate the transaction will close by mid-2027, pending Synaptics shareholder approval and remaining regulatory clearances.
Down 4.2% since our story on 1 Oct: $80.08 when we broke it → $76.69 at the close on 13 Oct. Daily closing prices. Source: Yahoo Finance.
Show the prices
| 14 Sep | $71.65 |
|---|---|
| 15 Sep | $73.20 |
| 16 Sep | $66.60 |
| 17 Sep | $68.30 |
| 18 Sep | $69.98 |
| 21 Sep | $71.72 |
| 22 Sep | $73.60 |
| 23 Sep | $74.10 |
| 24 Sep | $73.15 |
| 25 Sep | $77.20 |
| 28 Sep | $75.65 |
| 29 Sep | $75.95 |
| 30 Sep | $76.87 |
| 1 Oct | $80.08 |
| 2 Oct | $84.89 |
| 5 Oct | $85.93 |
| 6 Oct | $86.31 |
| 7 Oct | $82.51 |
| 8 Oct | $79.41 |
| 9 Oct | $77.53 |
| 12 Oct | $76.00 |
| 13 Oct | $76.69 |
Deal Structure & Terms
- Consideration changed to $123.00 per share in cash, eliminating the previous stock-based components
- Transaction no longer qualifies as a tax-free reorganization under Section 368 of the Internal Revenue Code
- Financing is backed by fully committed debt facilities provided by Morgan Stanley
- Agreement includes no financing contingency, reducing execution risk for Synaptics shareholders
- Existing Synaptics equity awards will be converted into onsemi awards using a specific conversion ratio
Strategic Rationale
The acquisition is designed to accelerate onsemi’s expansion into the AI data center market while diversifying its sensing and power portfolio. Synaptics brings specialized expertise in human-machine interface and sensing technologies, which generate consistent cash flows and complement onsemi’s existing intelligent power solutions. Beyond the immediate non-GAAP EPS accretion, onsemi expects to realize $200 million in annual run-rate synergies. Management has also identified incremental value through the insourcing of Synaptics' production capabilities and the exploitation of cross-selling opportunities across automotive and industrial end-markets, which are expected to materialize eighteen months after the transaction closes.
Business Overview
Headquartered in Scottsdale, Arizona, onsemi is a leader in power and sensing technologies focused on automotive electrification and industrial automation. The company has recently pivoted toward high-growth AI infrastructure components to leverage its silicon carbide and power management intellectual property. Synaptics, based in San Jose, California, specializes in semiconductor solutions for touch, display, and biometrics, alongside an expanding presence in the Internet of Things. By integrating Synaptics' wireless connectivity and sensing stack, onsemi aims to offer more comprehensive edge-computing solutions for its primary customer base in the automotive and high-end industrial sectors.
Management commentary
“The all-cash transaction delivers higher value to our shareholders through lower total cost consideration, and we now expect the transaction to be immediately accretive to non-GAAP EPS upon closing.”
“By transitioning to an all-cash structure, we are providing value certainty at a meaningful premium as compared to current value.”
| Share price | $80.08 |
|---|---|
| Market cap | $33.0B |
| Revenue (annual) | $6.0B |
| P/E (TTM) | 55.5× |
| 1-month price change | +16.85% |
| Sector | TechnologySemiconductors |
Reference market data from a third-party provider, as of the story. Not a valuation or a recommendation.
SEC filing by ON Semiconductor Corporation announcing a revised merger agreement to acquire Synaptics in an all-cash deal.
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