onsemi sweetens Synaptics bid to $123 a share in cash after rival proposal

onsemi and Synaptics have rewritten their merger deal, agreeing a $123-a-share all-cash takeover worth about $5.7bn after an unsolicited rival bid forced the chipmaker back to the table.

The companies announced on Thursday that they had amended the merger agreement first struck on 25 June, which was an all-stock transaction valued at about $7bn. The revision follows “an unsolicited competing proposal received from a third party”, the joint statement said.

Under the new terms, onsemi will pay cash for every Synaptics share, a structure the companies say delivers “value certainty” for Synaptics investors. The deal is expected to be immediately accretive to onsemi’s non-GAAP earnings per share on closing.

“Synaptics addresses an important aspect of our strategic direction, and we believe the revised merger agreement represents a more financially attractive transaction for our shareholders,” said Hassane El-Khoury, onsemi’s president and chief executive. He said the company had found savings beyond the previously announced $200m of annual run-rate synergies, with extra revenue synergies and insourcing of some Synaptics production expected to flow through after the first 18 months post-close.

Synaptics’ board unanimously backed the revised terms. “By transitioning to an all-cash structure, we are providing value certainty at a meaningful premium as compared to current value,” said Rahul Patel, the company’s president and chief executive.

The deal will be funded from cash on hand and committed debt financing from Morgan Stanley, with no financing closing condition. It is expected to close by mid-2027, subject to Synaptics shareholder approval and remaining regulatory clearances; the US Federal Trade Commission has already approved it, while regulators in other jurisdictions are still reviewing. Shares of both companies rose on the news.

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