ON Semiconductor has entered into an amended and restated merger agreement to acquire Synaptics Incorporated, changing the terms to an all-cash transaction. The revised agreement follows an unsolicited acquisition proposal for Synaptics from a third party.
Key Details
- Revised Offer: The amended agreement revises the merger consideration to $123.00 per share in cash, an increase from the previously announced terms on June 25, 2026.
- Financing: ON Semiconductor has secured a commitment letter from Morgan Stanley for a senior secured term loan facility of up to $2.45 billion to fund a portion of the merger consideration. The receipt of financing is not a condition to closing.
- Structural Changes: The transaction is no longer structured as a tax-free reorganization. Consequently, closing conditions related to onsemi's S-4 registration statement and Nasdaq listing approval for new shares have been eliminated.
- Governance Update: The requirement for onsemi to appoint a member from the Synaptics board to its own board of directors has been removed under the new terms.