ON Semiconductor revises Synaptics deal to $5.7B all-cash at $123 per share
What happened
ON Semiconductor (onsemi) and Synaptics announced an amended merger agreement Thursday: onsemi will now acquire Synaptics for $123 per share in all cash, valuing the deal at ~$5.7 billion — replacing the June all-stock agreement (1.35 onsemi shares per Synaptics share) then valued at ~$7 billion. The revision followed an unsolicited competing proposal for Synaptics from an unnamed third party. CEO Hassane El-Khoury said the all-cash structure is more financially attractive for onsemi shareholders — lower total cost — and the deal is now expected to be immediately accretive to non-GAAP EPS upon closing, versus dilutive before. onsemi also identified incremental revenue synergies and production insourcing beyond the original $200 million annual run-rate synergy target. Synaptics shares jumped ~13-16% Thursday after hours and Friday; onsemi gained ~5.9% Friday.
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Who’s affected
- ON Semiconductor (ON) — +5.9% Friday to ~$84.84; holders avoid ~12% pro forma dilution and get a cheaper, immediately accretive deal
- Synaptics (SYNA) — +13-16% to ~$120-123; holders get value certainty at $123 cash, a premium to the depressed stock-for-stock value
- Semiconductor consolidation theme; Morgan Stanley as committed financing bank ($2.45B senior secured term loan)
- Edge-AI / IoT chip peers on read-across that consolidation in the space continues