onsemi cuts Synaptics deal to $5.7 billion and lines up funding (NASDAQ: ON)

What happened

ON Semiconductor Corporation (NASDAQ: ON) amended its merger agreement on Oct. 1, 2026, to buy Synaptics for $123 per share in cash. The revised deal values Synaptics at approximately $5.7 billion, down from approximately $7 billion in the prior agreement.

The amendment followed an unsolicited competing proposal, and both boards approved the change. onsemi also signed a commitment letter with Morgan Stanley Senior Funding for up to $2.45 billion of senior secured term loan financing. The filing says the financing is not a condition for onsemi to close the merger. If the deal closes, Synaptics would become a wholly owned subsidiary of onsemi.

Key numbers

Metric	Latest	Change	Source
Merger consideration	$123 per share in cash		SEC 8-K Exhibit 99.1
Revised transaction value	approximately $5.7 billion	from approximately $7 billion, -$1.3 billion	SEC 8-K Exhibit 99.1
Term loan commitment	up to $2.45 billion		SEC 8-K
Annual run-rate synergies	$200 million		SEC 8-K Exhibit 99.1

Read more: ON Semiconductor (ON) stock analysis and investment case

Why it matters

The revised price is about $1.3 billion below the prior agreement. onsemi says the transaction should be immediately accretive to non-GAAP earnings per share once it closes. The company also says it has found extra opportunities beyond the previously announced $200 million of annual run-rate synergies, but it does not put a number on them.

onsemi says the added benefits from revenue synergies and insourcing should come after the first 18 months post-close. It says Synaptics fits its AI data center business and adds human-machine interface and sensing products.

The all-cash structure also gives Synaptics shareholders value certainty, according to the filing. The deal still needs Synaptics stockholder approval, required regulatory approvals and other customary closing conditions. The filing says the transaction has been approved by the United States Federal Trade Commission, and regulators in other countries are still reviewing it.

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What's next

Synaptics will file a preliminary proxy statement within 10 days after Oct. 1, 2026. It will hold a stockholder meeting within 30 days after it learns the SEC staff will not review the filing or has no further comments.

Synaptics also plans to file other SEC documents before shareholders vote. The transaction is still expected to close by mid-2027. Approval by Synaptics stockholders and regulators would support the deal. A delay or rejection would hurt it.

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