5 OCT 2026 — onsemi will now pay US$123 a share in cash for chipmaker Synaptics, replacing the all-stock deal the two companies signed in June. The new terms, agreed on 1 October after a rival bidder appeared, cut the deal's total value from about US$7 billion to about US$5.7 billion. Synaptics shareholders still come out ahead of where the old offer had left them.
The gap exists because onsemi's shares have fallen. The June deal paid in onsemi stock, so its value fell with them. The unsolicited competing bid that arrived on 2 September gave Synaptics' board grounds to ask for something fixed.
From shares to cash
Under the June agreement, each Synaptics share was to become 1.350 onsemi shares. At onsemi's closing price on 24 June, the day before signing, that implied US$156.25 per Synaptics share, according to onsemi's registration statement.
With a fixed ratio, Synaptics holders carried onsemi's share-price risk until closing. Yahoo Finance put onsemi's close at US$80.08 before the revised deal began trading, which values the old share offer at about US$108 per Synaptics share. The new US$123 cash price is above that.
The bidder called Party A
Synaptics' 1 October filing says it received an unsolicited, non-binding proposal on 2 September from a strategic party identified as "Party A" in onsemi's registration statement. The board initially judged the revised proposal a "Superior Proposal", the contract term that would have let it walk away from onsemi. After negotiating further with onsemi, it decided Party A's offer no longer qualified.
Party A was not a stranger. The registration statement filed on 21 August describes the same company approaching Synaptics in February. It offered US$95 a share in March, 35% in cash and the rest in its own stock, then US$102 on 1 April. Synaptics countered at US$120 with more cash. Synaptics' shares then rose 74% between 1 April and 11 May, and onsemi's all-stock approach followed in late May.
Neither company has named Party A, and the filings do not give the value of its September offer.
What onsemi gets from the change
onsemi now expects the purchase to add to its adjusted earnings per share as soon as it closes, a claim it had not made about the stock deal. "The all-cash transaction delivers higher value to our shareholders through lower total cost consideration," said Hassane El-Khoury, onsemi's chief executive, in the joint release.
The cost is debt. The cash will come from onsemi's own reserves and a term loan of up to US$2.45 billion from Morgan Stanley, though closing does not depend on that financing. Because onsemi is no longer issuing new shares, it is withdrawing its registration statement. A Synaptics director will no longer join its board.
What Synaptics holders gave up
Cash removes the risk of onsemi's shares falling further, but it also removes any gain if the shares recover. Rahul Patel, Synaptics' chief executive, said the structure provides "value certainty at a meaningful premium as compared to current value."
What happens next
Synaptics shareholders must still approve the deal, and the company has 10 days to file a preliminary proxy statement. The US Federal Trade Commission has cleared the transaction. Other regulators are still reviewing it, and both companies expect it to close by mid-2027.
