Synaptics shareholders will receive $123 in cash for each share of common stock held at closing under an amended merger agreement with onsemi. The revised terms replace the previously announced all-stock structure with an all-cash payment, a change the company states provides higher value and value certainty to investors.
The amendment was negotiated after Synaptics received an unsolicited, non-binding proposal from a third-party bidder. The Synaptics Board of Directors evaluated that proposal alongside its financial and legal advisors and concluded that the amended onsemi transaction remains in the best interests of shareholders. The board maintained that the strategic rationale for combining the two companies, focused on intelligent edge processing and wireless connectivity, has not changed.
Under the original agreement announced in June, Synaptics shareholders were to receive shares of onsemi stock. The new terms require onsemi to pay $123 per share in cash. For employees holding unvested restricted stock units, the source indicates these awards will convert into onsemi common stock based on a specific ratio. This ratio is calculated by dividing the $123 merger consideration by the average volume-weighted average trading price of onsemi stock over the five consecutive trading days ending three trading days before the closing date. These converted awards will continue to vest according to their original schedules.
The transaction remains subject to approval by Synaptics shareholders, required regulatory approvals, and other customary closing conditions. Both companies expect to complete the deal by mid-2027. Until that time, Synaptics and onsemi will continue to operate as separate, independent entities. The company stated that the process leading to the amended agreement reflects the strength of Synaptics' business model and technology portfolio.