Synaptics Amends onsemi Merger Deal to $123 a Share in Cash

What happened

Synaptics Incorporated, a San Jose-based maker of touch controllers, fingerprint sensors and other chips used in phones, laptops and cars, disclosed in a Form 8-K filed October 1, 2026 that it signed an Amended and Restated Agreement and Plan of Merger with ON Semiconductor Corporation (onsemi) and onsemi's merger subsidiary, Sonic Acquisition Corp.

The amended agreement replaces a deal the same parties announced on June 25, 2026. Under the new terms, each outstanding share of Synaptics common stock will be converted into the right to receive $123.00 in cash at the closing of the merger, according to the filing. Synaptics did not state the previous price in this filing.

The stock closed at $121.001 on the day of the filing, up 13.99% from the prior close of $106.15, on volume of 5.46 million shares against an average of about 687,000, according to the price data.

The filing says the revised agreement followed an unsolicited, non-binding proposal received on September 2, 2026 from a strategic party, called "Party A" in onsemi's Form S-4 registration statement filed August 21, 2026. Synaptics' board, working with a special committee of independent directors and outside legal and financial advisers, first determined that the revised proposal was a "Superior Proposal," then determined it was no longer superior in light of the terms onsemi was offering, and unanimously approved the amended agreement.

The merger still requires the affirmative vote of a majority of Synaptics shares outstanding. The filing says approval under the Hart-Scott-Rodino Act has already been obtained.

The filing also cautioned that it relates to a proposed transaction and contains forward-looking statements subject to risks, including the risk that closing conditions or required approvals are not obtained.

About Synaptics

Synaptics is incorporated in Delaware and listed on the Nasdaq Global Select Market under the ticker SYNA. It describes its business in the semiconductor industry; its chips sit in devices that need touch, display or biometric input, and it also sells wireless connectivity products. It is a relatively small company by semiconductor standards, and like many chip firms of its size it gets less analyst and media attention than the largest names in the sector.

What this means

An 8-K is a "current report" — the form a US public company files with the Securities and Exchange Commission when something material happens between its regular quarterly reports. Item 1.01 covers entry into a material definitive agreement, which is where the amended merger contract appears here. Item 7.01 is Regulation FD disclosure, the rule that requires a company to disclose material information to everyone at the same time rather than to selected analysts or investors; that item carries the joint press release and a CEO email to employees. Neither item is a routine administrative filing.

A merger agreement of this kind is the contract that sets out how one company buys another: the price per share, what happens to employee stock awards, which approvals are needed, and what has to be true before the deal can close. This one is a cash merger, meaning shareholders receive $123.00 per share in dollars rather than shares of onsemi, so no conversion ratio applies to their stock. The deal is structured as a merger of Sonic Acquisition Corp. into Synaptics, with Synaptics surviving as an indirect, wholly owned subsidiary of onsemi.

Synaptics' equity awards do not simply vanish. Unvested restricted stock units held by people who will be onsemi employees are assumed by onsemi and converted into onsemi restricted stock units, using a conversion ratio that compares the $123.00 cash price to the average volume-weighted price of onsemi stock over a five-day window ending shortly before the deal closes. Awards that are already vested but unsettled, that vest automatically on the closing, or that belong to non-employee directors are cancelled and paid out in cash at the merger price, with performance-based awards measured at target or actual performance depending on the award type. Market stock units, which vest based on how the stock performs, are measured on actual performance as of just before closing.

The term "Superior Proposal" is a defined concept in merger contracts: it lets a board consider and, up to a point, accept a better offer without breaching its agreement, which is why Synaptics was able to talk to the unsolicited bidder. A board's fiduciary duties under Delaware law oblige it to weigh such an offer. Here the board concluded after negotiation that the rival proposal was no longer superior once onsemi improved its terms — the filing does not say what the rival bidder offered or what changed, so the arithmetic behind that judgment is not public.

A "material adverse effect" clause, referenced among the closing conditions, is the standard escape hatch that lets a buyer walk away if the target's business deteriorates severely in a defined way before closing. The other conditions are customary: the accuracy of the parties' promises, their compliance with the contract, the shareholder vote, and antitrust and foreign-investment clearances. The filing states that Hart-Scott-Rodino approval — the US pre-merger antitrust review — is already in hand, and that the deal has no financing condition, meaning onsemi does not need to secure a loan to be obliged to close.

What happens next, so far as the filing states it, is a shareholder vote by Synaptics holders, continued work on the remaining regulatory clearances, and then closing. The filing does not give a closing date or a vote date, and it does not predict any price. It also gives the usual caution that the transaction may not be completed.