ON Semiconductor Raises Synaptics Cash Offer to $123 a Share

What happened

ON Semiconductor Corp. (Nasdaq: ON), which goes by the name onsemi, said in a Form 8-K filed Oct. 1, 2026 that it signed an Amended and Restated Agreement and Plan of Merger to acquire Synaptics Incorporated. Under the revised terms, each share of Synaptics common stock will be converted into the right to receive $123 per share in cash, without interest.

onsemi designs and sells power-management and sensing chips used in cars, industrial equipment and data centers. Synaptics makes touch controllers and other interface chips. onsemi first agreed to buy Synaptics on June 25, 2026; the Oct. 1 filing restates that entire agreement.

The filing says the amended deal followed Synaptics' receipt of an unsolicited acquisition proposal from a third party, identified only as "Party A" in onsemi's Form S-4 registration statement filed Aug. 21, 2026. The filing does not state what Party A offered, and it does not say whether that proposal is still active. The boards of both companies unanimously approved the revised transaction, according to the filing.

The structure changed as well. The merger is no longer set up as a tax-free reorganization under Section 368 of the Internal Revenue Code, and onsemi said it intends to withdraw its registration statement. In connection with the amended agreement, onsemi entered a commitment letter dated Oct. 1 with Morgan Stanley Senior Funding for up to $2.45 billion of senior secured term loan to fund part of the cash purchase price and related fees. Receiving that financing is not a condition to onsemi's obligation to close.

onsemi shares closed at $84.89 on Oct. 1, up 6.01% from $80.08 the day before, on volume of about 22.9 million shares, roughly 2.35 times the average, according to the price data.

What changed from the original deal

The filing lists several terms that were removed, mostly because the consideration is now all cash. The amended agreement drops the requirement that the registration statement be effective, that onsemi shares be approved for listing on Nasdaq, that there be no continuing material adverse effect with respect to onsemi, and that each side receive closing tax opinions. It also removes the requirement that onsemi appoint a Synaptics director to its own board and drops certain covenants about how onsemi runs its business.

Equity awards are handled with a conversion ratio: the number of onsemi shares covering each assumed Synaptics restricted stock unit, performance stock unit and market stock unit is set by multiplying the Synaptics shares underlying the award by a ratio equal to the $123 per-share consideration divided by the average volume-weighted trading price of onsemi stock over five trading days ending three trading days before closing, rounded to four decimal places. Vested but unsettled awards, awards that vest on closing, and awards held by non-employee Synaptics directors are cancelled and paid the $123 per share.

The filing says Synaptics will file a preliminary proxy statement within 10 days and mail a definitive proxy as soon as practicable. Synaptics will hold a stockholder vote within 30 days after it learns the SEC staff has no further comments on the proxy.

What this means

A Form 8-K is the current-report form a US-listed company files with the SEC when something material happens between quarterly reports. It is not a scheduled report; it is triggered by the event. Item 1.01 means the company entered a material definitive agreement, Item 8.01 covers other events the company chooses to disclose, and Item 9.01 attaches financial statements and exhibits. Here the material agreement is the amended merger contract itself, attached as Exhibit 2.1.

This deal is a two-step, or two-tier, acquisition. Sonic Acquisition Corp., a wholly owned shell subsidiary of onsemi, will merge into Synaptics, and Synaptics will survive as a wholly owned onsemi subsidiary. That is why the filing is between onsemi, Merger Sub and Synaptics — the acquiring parent is not itself the legal survivor of the merger, its subsidiary is. Synaptics stockholders end up with cash, not onsemi shares, which is why the deal no longer needs a stock registration statement or a Nasdaq listing approval, and why it is no longer a Section 368 reorganization.

The financing is a senior secured term loan, meaning the lender's claim ranks ahead of junior debt and is backed by specified company assets. The commitment letter is a promise to fund, not the loan itself; the actual borrowing happens at or before closing, subject to customary conditions. Because financing is not a closing condition, onsemi is on the hook to complete the purchase even if it cannot draw the full $2.45 billion. The $2.45 billion is a slice of the consideration, not necessarily the whole price, and the filing does not disclose the total dollar value of the deal.

The trigger for the higher price, as stated in the filing, is an unsolicited proposal from another buyer. When a signed deal draws a rival bid, the buyer can walk away, raise its price, or restructure the contract. Here onsemi raised the consideration to $123 in cash and restructured the tax and closing terms. The filing does not say what the original consideration was, though it is now $123, and it does not identify Party A.

It is not known from this filing whether Party A has submitted a superior proposal, whether it is still in talks with Synaptics, or whether the Synaptics board continues to recommend onsemi's offer. Those questions are addressed, if at all, in the proxy statement Synaptics is required to file. Until that proxy is filed and the Synaptics stockholder vote is held, the transaction has not closed.