Onsemi's $5.7 billion cash bid for Synaptics lands 16% above the market price
Onsemi will pay $123 a share in cash, about $5.7 billion, for Synaptics after a rival bid, replacing a June stock deal valued near $7 billion. The cash price sits 16% above Synaptics' Thursday close, so holders gain on the market even as the headline total shrinks.
The Investor · Invest desk
What happened
- Synaptics' board reviewed the amended terms with its financial and legal advisers and unanimously found them in shareholders' best interests.
- Synaptics shares rose 14% on Friday, the day after the revision, and onsemi's gained about 6%.
- Onsemi now expects the purchase to add to its non-GAAP earnings per share immediately after closing.
- The Federal Trade Commission has already approved the deal, and reviews in other jurisdictions are still underway.
Why it matters
- What it costs cost Onsemi owners now fund the full price with cash and Morgan Stanley debt, so the day-one accretion claim depends on interest costs staying below what Synaptics earns.
- What it limits constraint A counterbidder would have to top a cash offer that already has FTC clearance and committed debt behind it, with no financing condition to test.
- Who has to decide decision Synaptics shareholders now vote on a fixed cash amount, so their choice turns on whether the rival returns, with onsemi's share price out of the calculation.
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A competing bid normally pushes a price up, so a revision that takes about $1.3 billion off the headline needs explaining [20][3]. The June agreement paid Synaptics holders in onsemi stock [2], and onsemi's shares now sit nearly 40% below their June record [12]. Investopedia, in a report carried by Yahoo Finance, said the move to cash may ease doubts that built up after that drop [19]. The sources do not give the exchange ratio, so the old offer's value on Thursday cannot be rebuilt from them. Synaptics' own share price is a cleaner mark. A $123 price at a 16% premium [11] puts Thursday's close near $106 [22]. If the two headline values are on the same basis, the June terms implied about $151 a share [25].
On that evidence, Synaptics' board took certainty and a premium together, measured against a stock offer the market had already marked down. "By transitioning to an all-cash structure, we are providing value certainty at a meaningful premium as compared to current value," Rahul Patel, Synaptics' chief executive, said [10]. The counter-case is the upside his holders hand back. Onsemi stock is up 57% this year even after its slide [18], and a stock with that range could have carried a share-based offer back toward its June value.
Onsemi's chief executive, Hassane El-Khoury, presented the switch as a saving for his own holders. "The all-cash transaction delivers higher value to our shareholders through lower total cost consideration," he said [9]. Bank of America analysts wrote that the terms "could be received more favorably by investors as it removes the dilution overhang while preserving the strategic rationale" [17]. No new onsemi shares go to Synaptics investors [16].
The synergy target did not change. Onsemi still expects at least $200 million a year in run-rate synergies [13], about 3.5% of the $5.7 billion price [23][1]. Revenue synergies and moving part of Synaptics' production in-house come on top, and they start contributing only after the first 18 months post-close [14]. Against a close expected by mid-2027 [6], that puts the insourcing money at around the end of 2028 at the earliest [24]. For the first year and a half, onsemi's case rests on the cost target and the financing.
A counterbid is the clearest way this turns out differently, and the market is pricing it as unlikely. A 14% gain on Friday [8] takes a roughly $106 stock to about $121, some $2 under the cash price on rounded figures [21]. If Synaptics trades above $123 before its shareholders vote [6], the market expects a higher offer and this view is wrong.
What to watch
- The size and interest rate of onsemi's Morgan Stanley-backed borrowing, set against its promise of immediate non-GAAP EPS accretion.
- Whether the reviews outside the US clear in time for the mid-2027 closing target.
- The date and result of the Synaptics shareholder vote, and any disclosure of who made the competing proposal and on what terms.
Information, not investment advice. This story is general information about companies and markets, drawn from cited reporting. It is not a recommendation to buy, sell or hold any security; check the cited sources before acting.
Clarity's read
What the record supports and how the coverage leans. The claims behind it follow.
Reality
- Evidence72
- Adoption
- Not scored
- Hype gap+15
- Incentives70
- Confidence70
Perspective Coverage
6 publishers- Builder
- Builder 17%
- Operator
- Operator 23%
- Investor
- Investor 60%
Claim ledger
Ranked by verification strength, evidence, and original report placement.
- [1]
onsemi agreed to acquire Synaptics for $123 per share in cash in a transaction valued at approximately $5.7 billion.
- [2]
The $123 cash deal replaces an all-stock deal announced in June.
- [3]
The revised agreement follows an unsolicited competing proposal received by Synaptics and reduces the transaction's aggregate value from approximately $7 billion under the prior agreement.
- [4]
Synaptics' board, following a review with its financial and legal advisers, unanimously determined that the amended onsemi transaction remains in the best interests of Synaptics and its shareholders.
- [5]
onsemi said the revised all-cash structure is expected to be immediately accretive to its non-GAAP earnings per share after closing.
- [6]
The companies expect the transaction to close by mid-2027, subject to Synaptics shareholder approval, remaining regulatory approvals and customary closing conditions.
- [7]
The U.S. Federal Trade Commission has already approved the transaction, while reviews remain underway in other jurisdictions.
- [8]
Synaptics shares jumped 14% on Friday and onsemi shares rose 6%.
- [9]
"The all-cash transaction delivers higher value to our shareholders through lower total cost consideration,"
- [10]
"By transitioning to an all-cash structure, we are providing value certainty at a meaningful premium as compared to current value."
- [11]
The $123 price per share represents a premium of about 16% to Synaptics' Thursday close.
- [12]
Onsemi's shares are nearly 40% off their June record.
- [13]
onsemi continues to expect at least $200 million of annual run-rate synergies from the combination.
- [14]
onsemi identified additional potential value from revenue synergies and bringing a portion of Synaptics' production in-house, expected to begin contributing after the initial 18 months following closing.
- [15]
The transaction will be financed through cash on hand and committed financing; Morgan Stanley has provided fully committed debt financing, and the amended agreement does not include a financing closing condition.
- [16]
The revised deal removes the stock component, so onsemi stockholders will not see their ownership diluted by new shares issued to Synaptics investors.
- [17]
Bank of America analysts said the new terms "could be received more favorably by investors as it removes the dilution overhang while preserving the strategic rationale."
- [18]
With Friday's gains, onsemi shares are up 57% for the year and Synaptics shares have added over 60%, though both are well below their summer highs.
- [19]
The move from an all-stock to an all-cash transaction may ease doubts about the deal after a big drop in onsemi's shares.
- [20]
The revised headline value is about $1.3 billion below the prior agreement's value.
- [21]
After Friday's 14% gain, Synaptics traded around $121, about $2 below the $123 cash price, on rounded figures.
- [22]
Synaptics' Thursday close was roughly $106 a share.
- [23]
The $200 million synergy target equals about 3.5% of the $5.7 billion price per year.
- [24]
The incremental insourcing and revenue-synergy value would begin around the end of 2028 at the earliest.
- [25]
If both headline values are on the same basis, the June terms implied about $151 per Synaptics share.
Sources
5 independent publishers whose own reporting we read for this story.
- finance.yahoo.comON Semiconductor, Synaptics stocks jump on revised merger deal
2 articles · October 2, 2026
- financialpost.comonsemi and Synaptics Announce Revised Merger Agreement | Financial Post
1 article
- globenewswire.comonsemi and Synaptics Announce Revised Merger Agreement
1 article · October 1, 2026
- pulse2.comonsemi And Synaptics Revise Merger Agreement To $5.7 Billion
1 article · October 2, 2026
- qz.comonsemi is reworking its Synaptics deal as a $5.7 billion cash purchase after a rival bid
1 article · October 2, 2026
- techtimes.comCompeting Bid Forces onsemi to Rewrite Synaptics Deal: $1.3B Less, All Cash
1 article · October 2, 2026
Topics and entities
Topics
- Edge AI
- Semiconductor M&A