onsemi to Acquire Synaptics for $5.7 Billion in Revised All-Cash Deal

Key facts

Price per share

Disclosed

$123.00In cash, for each Synaptics share

Aggregate value

Disclosed

~$5.7bnUnder the amended agreement of 1 October 2026

Consideration

Disclosed

All cashReplaces the original all-stock structure

Original terms

Reported

1.350 shares · ~$7bnAll stock, agreed 25 June 2026

Trigger

Disclosed

Competing proposalUnsolicited approach from a third party, reviewed by Synaptics’ board

US antitrust

Disclosed

FTC clearedOther regulators still reviewing

Synergy target

Reported

$200mRun-rate within 18 months of close, set at the original announcement

Expected close

Disclosed

Mid-2027Subject to remaining approvals and the shareholder vote

Disclosed

Stated by a party to the transaction

Reported

Press or data-provider figure, not company-confirmed

Calculated

Derived by Acquiry from disclosed or reported inputs

Illustrative

Hypothetical or reader-supplied input

Undisclosed

Not public and not estimated

On 1 October 2026, onsemi and Synaptics announced a revised merger agreement (opens in a new tab). Under the new terms, onsemi will acquire every outstanding Synaptics share for $123.00 in cash. The companies put the aggregate value at about $5.7 billion.

The amendment replaces the agreement the two companies signed on 25 June 2026. That deal was all stock: Synaptics holders were to receive 1.350 onsemi (opens in a new tab) shares for each share they owned, a package valued at about $7 billion and a 19% premium to Synaptics’ 10-day volume-weighted average price at signing.

Between the two dates, Synaptics received an unsolicited competing proposal from a third party. Its board reviewed that approach under the terms of the merger agreement and then agreed the revised terms with onsemi. The structure chapter sets out what changed, and the timeline shows the sequence.

The regulatory picture is already well advanced. The US Federal Trade Commission has approved the transaction, and other regulators are still reviewing it. The companies continue to expect completion in mid-2027, as they did in June.

The core change is the form of payment. Under the original agreement, Synaptics shareholders would have become onsemi shareholders. Under the amended agreement, they are bought out for cash and onsemi’s existing holders keep the whole combined company.

• –Consideration. Was 1.350 onsemi shares per Synaptics share. Now $123.00 in cash per share.
• –Headline value. Was about $7 billion at signing. Now about $5.7 billion in aggregate.
• –Who carries price risk. Before, Synaptics holders were exposed to onsemi’s share price until close. Now onsemi carries the market risk and Synaptics holders have a fixed amount.
• –Ownership after close. Before, Synaptics holders would have owned part of onsemi. Now onsemi’s shareholders are not diluted by new shares issued for the deal.

Dividing the $5.7 billion aggregate value by the $123 price implies roughly 46 million Synaptics shares and equivalents. That is an Acquiry estimate; the exact count, and how the companies treat options, restricted stock and Synaptics’ convertible notes, will be set out in the proxy materials on SEC EDGAR (opens in a new tab).

The announcement does not specify how onsemi will fund the cash. onsemi has a large, cash-generative power business, and funding would typically combine balance-sheet cash with new borrowing. We will update this chapter when the financing is filed.

Synaptics (opens in a new tab) built its name on the laptop touchpad and the smartphone touchscreen controller. Over the past decade it has moved towards what it calls AI at the Edge: chips that run machine-learning models inside a device rather than in a distant data centre. It is listed on Nasdaq under SYNA, with filings and results on its investor site (opens in a new tab).

• –Astra edge AI platform. An AI-native embedded compute platform for the Internet of Things. It spans the SL-Series of Linux and Android processors for heavier workloads and the SR-Series of microcontrollers for always-on, low-power sensing, supported by Astra Machina development kits and the SyNAP model-deployment toolkit.
• –Wireless connectivity. Wi-Fi, Bluetooth and related radios that connect devices to each other and to the network, an essential partner to any edge processor.
• –Human interface and sensing. Touch controllers, display drivers and sensing products used in PCs, phones, cars and smart home devices.

Running AI locally improves privacy and cuts latency, because data does not have to leave the device. That matters in cars, factories, cameras and household products, which are exactly the markets onsemi already serves.

onsemi (opens in a new tab) describes itself as a provider of intelligent power and sensing technologies. It is a leading supplier of silicon carbide power devices for electric vehicles and industrial systems, and of image sensors for automotive driver assistance and machine vision.

What onsemi has not had is a broad family of processors to sit beside those sensors and power stages. Synaptics fills that gap. Together, the companies can offer a fuller system: sense the world, process it locally with AI, connect it and power it efficiently.

• –Sensor plus processor. An onsemi image sensor paired with a Synaptics Astra processor is a complete smart-camera design for industrial, automotive or home use.
• –Same customers, more content. Both companies sell into automotive, industrial and consumer device makers. More chips per design means more revenue per customer.
• –Cockpit and cabin. Synaptics’ touch and display technology is used in vehicle interiors, where onsemi already supplies sensing and power.

The revised aggregate value of about $5.7 billion is roughly 19% below the $7 billion headline at signing in June. That is an Acquiry calculation from the two announced figures and is not a like-for-like comparison, because one is cash and the other was stock.

For Synaptics holders, the comparison that matters is the cash price against what 1.350 onsemi shares would be worth on any given day. That depends on onsemi’s share price, which we do not track in this edition. Synaptics’ board, having reviewed both the rival proposal and the revised terms, recommended the new agreement.

Against recent semiconductor deals, the revised value sits close to Renesas’ cash acquisitions of Dialog Semiconductor and Altium, each about $5.9 billion. Those were also cash deals for focused chip and design businesses, which suggests $5.7 billion is within the normal range for a specialist of Synaptics’ size.

The companies set a $200 million run-rate synergy target within 18 months of close at the original announcement. The October release does not restate it; we treat it as the working target until updated.

The revised announcement (opens in a new tab) confirms the FTC has approved the transaction. That removes one of the largest hurdles for any US semiconductor deal early in the process.

Other regulators are still reviewing the deal. The companies have not named them in the announcement; cross-border semiconductor transactions commonly require clearances in several major markets. A Synaptics shareholder vote on the amended agreement will follow once proxy materials are filed.

1. 1.Signing is not the end of the auction. An unsolicited proposal arrived after a definitive agreement was in place. Boards have duties to consider credible offers, and buyers should plan for that.
2. 2.Currency is a negotiating lever. onsemi kept its target by switching from stock to cash. Certainty of value can win against a higher but less certain headline.
3. 3.Early regulatory progress is an asset. With FTC clearance already received, onsemi could offer a deal that was further along than any rival’s. Speed to close is part of the price.
4. 4.Edge AI is a strategic category. Specialist edge processor and interface businesses attract interest from more than one buyer. Sellers in this space should run broad processes.

For Synaptics (opens in a new tab) shareholders, the amendment converts a share-based offer into fixed cash, with the main US clearance already done. For onsemi, it secures the asset without issuing new shares and keeps its strategy intact.

The main things to watch are the remaining regulatory approvals, the financing onsemi puts in place, and the pace at which the combined sales teams turn sensor-plus-processor designs into revenue. Those will decide whether the $200 million synergy target is met and how quickly the deal pays back. See the risk register for our view of each.

This analysis was compiled from the companies’ 1 October 2026 revised merger announcement first. Original June 2026 terms are labelled reported because the original release was summarised from coverage rather than retrieved directly.

Every figure in this article carries a label. Disclosed means stated by onsemi or Synaptics. Reported means attributed to secondary sources. Calculated means derived by Acquiry from disclosed or reported inputs, with the method shown.

The implied share count and the percentage change between the original and revised values are Acquiry calculations. Comparable transaction values are reported announced values and are not adjusted for currency or timing.

Research cutoff: 2 October 2026. All imagery in this report is original to Acquiry Deal Intelligence.

Independence. Acquiry was not engaged by any party. This is independent research from public sources and is not a solicitation, investment advice, or an offer to buy or sell any security. Acquiry holds no disclosed position in ON Semiconductor Corporation (onsemi) or Synaptics Incorporated.