The chipmaker switched to $123 in cash from a fixed stock ratio, financed with committed debt. At Thursday's onsemi price, the old terms were worth about $108 a Synaptics share.
Equity · FinancialMarkets.com · October 2, 2026 · Tickers: ON, SYNA, SOXX
Onsemi lowered the headline value of its Synaptics deal and raised what Synaptics shareholders will actually receive. Both stocks rose.
The companies said late Thursday that they had amended their merger agreement after Synaptics received an unsolicited competing proposal from a third party they did not name. Onsemi will now pay $123 a share in cash, an aggregate value of about $5.7 billion. The original agreement, signed in June, was an all-stock transaction valued at about $7 billion.
How a lower value pays more
The difference comes from onsemi's share price. Under the June terms, each Synaptics share was to receive a fixed 1.350 onsemi shares. At onsemi's Thursday close of $80.08, that exchange was worth about $108.11 a Synaptics share. The new $123 in cash is about 14% more than that, and about 16% above Synaptics' Thursday close of $106.15.
The $7 billion figure was set using onsemi's share price when the deal was struck. The $5.7 billion figure is fixed in dollars.
Financing and terms
Onsemi will pay from cash on hand and fully committed debt financing from Morgan Stanley, with no financing condition. The company said net leverage would remain below 2.0 times. It now expects the deal to add to non-GAAP earnings per share immediately upon closing, based on analysts' estimates as of Sept. 25 and a mid-2027 close. Under the stock structure, onsemi had expected accretion within 18 months. It reaffirmed $200 million of annual run-rate cost savings and said it expects additional revenue and insourcing benefits it did not quantify.
The Federal Trade Commission has approved the deal. Reviews in other jurisdictions continue, and Synaptics shareholders still have to vote.
"We believe the revised merger agreement represents a more financially attractive transaction for our shareholders," said onsemi Chief Executive Hassane El-Khoury. Synaptics Chief Executive Rahul Patel said the all-cash structure provides "value certainty at a meaningful premium as compared to current value."
The market's read
Synaptics shares traded near $120.74 on Friday afternoon, up about 13.7%, leaving a gap of about $2.26, or 1.9%, to the cash price. The stock did not trade at or above $123 during the session. Rosenblatt raised its price target to $123 from $115 and kept a Neutral rating, and Wells Fargo downgraded the stock to Equal Weight and cut its target to $123 from $140.
Onsemi rose as much as 8% to $86.45 and was up about 4.1% near $83.39 in the afternoon. Needham rates onsemi Buy with a $116 target. Onsemi had also gained about 4.2% on Thursday before the after-hours announcement.
The unknowns
The companies have not identified the rival bidder or described its terms, and onsemi has lined up as much as $2.45 billion of committed term loans from Morgan Stanley without saying how much it will draw.
The trade-offs
One reading is that each side won something. Onsemi holders avoid issuing stock at a depressed price and get immediate accretion, while Synaptics holders get a fixed, higher payout no longer tied to onsemi's share price.
A second reading is that the trade-offs are still unpriced. Onsemi is replacing equity with debt, and a 1.9% spread on a deal with a rival in the background and a closing not expected until mid-2027 leaves room for further developments.
Next steps
Synaptics' proxy filing, which should describe the competing proposal and the board's process, is the next document. The shareholder vote and remaining regulatory approvals follow, along with any sign that the unnamed bidder returns.