Onsemi Cuts Synaptics Deal to $5.7B All-Cash After Rival Bid

Onsemi repriced its pending takeover of Synaptics on October 1, knocking about $1.3 billion off the headline value after an unsolicited third party bid surfaced for the chip designer. The revised all-cash deal is worth approximately $5.7 billion, or $123 per share, according to an amended merger agreement filed with the SEC.

The original June 25 agreement called for a fixed stock-for-stock exchange: 1.35 onsemi shares for every Synaptics share, a structure that valued the deal at roughly $7 billion when it was signed. According to reporting by The Wall Street Journal cited in Qz.com's coverage, onsemi stock was trading around $118 at signing. By the time the revision was struck, it had slid to roughly $80 a share. That decline made the original exchange ratio awkward for both sides and gave the rival bidder its opening.

Onsemi did not name the competing suitor, and neither company disclosed the rival bid's terms. The amended filing, reviewed directly on the SEC's EDGAR system, notes only that the revision followed "an unsolicited competing proposal received from a third party." Synaptics' board, after a review with its financial and legal advisers, unanimously determined the onsemi offer remained in shareholders' best interests.

The deal structure change matters for onsemi's own shareholders as much as Synaptics'. An all-cash purchase at $123, rather than a stock swap at a higher implied valuation, is what onsemi CEO Hassane El-Khoury leaned on to sell the revision to his own investor base. In a statement accompanying the announcement, El-Khoury said the all-cash structure "delivers higher value to our shareholders through lower total cost consideration" and that the company now expects the transaction to be immediately accretive to non-GAAP earnings per share at closing. That's a claim worth flagging: accretion math depends heavily on the financing cost, which onsemi will need to service.

On financing, onsemi said it has secured a fully committed senior secured term loan of up to $2.45 billion from Morgan Stanley, per the company's investor relations release. The rest will come from cash on hand. The amended agreement removes any closing condition tied to financing, which reduces deal-break risk from a technical standpoint but doesn't reduce the debt load onsemi is taking on.

Onsemi continues to project at least $200 million in annual run-rate cost synergies from the combination, according to the Pulse2 report on the amended agreement. The company has also flagged additional upside from revenue synergies and insourcing a portion of Synaptics' production, though those benefits aren't expected to kick in until 18 months after closing.

Strategically, onsemi sees Synaptics as complementary to its AI data center business while adding human-machine interface and sensing products, per the companies' announcement. Whether that rationale holds at $5.7 billion is a more defensible argument than it was at $7 billion, though the semiconductor market's near-term visibility is thin enough that projecting cross-selling gains out 18-plus months deserves the usual skepticism.

The FTC has already cleared the deal in the United States. Regulators in other jurisdictions are still reviewing it. Closing is targeted for mid-2027, subject to Synaptics shareholder approval and remaining international sign-offs.

Shares of Synaptics gained 12.4% in after-hours trading after the announcement, while onsemi rose more than 5.7%, according to Yahoo Finance. The market was telling you that both sides came out of the renegotiation better than the risk priced into each stock. Whether the synergy story earns that relief rally is a question for the 2027 earnings calls.

Sources cited:
- SEC EDGAR, Synaptics Form 8-K (Exhibit 99.1), Oct. 1, 2026 (https://www.sec.gov/Archives/edgar/data/0000817720/000114036126038301/ef20083029_ex99-1.htm)
- onsemi Investor Relations Press Release, Oct. 1, 2026 (https://investor.onsemi.com/news-releases/news-release-details/onsemi-and-synaptics-announce-revised-merger-agreement)
- Qz.com, "onsemi revises Synaptics deal to all-cash $5.7B deal," Oct. 2, 2026 (https://qz.com/onsemi-synaptics-revised-merger-cash-deal-100226)
- Yahoo Finance / Investing.com, "Onsemi revises Synaptics deal to $123/sh all-cash, shares of both soar," Oct. 1, 2026 (https://finance.yahoo.com/markets/stocks/articles/onsemi-revises-synaptics-deal-123-212227617.html)
- Pulse2, "onsemi And Synaptics Revise Merger Agreement To $5.7 Billion" (https://pulse2.com/onsemi-and-synaptics-revise-merger-agreement-to-5-7-billion)