onsemi moves to all-cash $5.7B acquisition of Synaptics

• onsemi amended its agreement to acquire Synaptics, switching from an all-stock transaction to a $5.7 billion all-cash purchase priced at $123 per share.
• The revised terms provide value certainty and eliminate stock-exchange conditions following an unsolicited third-party bid and a decline in the acquirer's share price.
• The company stated it expects the new cash structure to lower total cost consideration and be immediately accretive to non-GAAP earnings per share upon closing.

onsemi (NASDAQ:ON) amended its agreement to acquire Synaptics (NASDAQ:SYNA), switching to a $5.7 billion all-cash purchase at $123 per share.

The structural revision follows an unsolicited competing bid from an unidentified third party and a drop in the acquirer's stock price.

"The all-cash transaction delivers higher value to our shareholders through lower total cost consideration," said onsemi President and Chief Executive Officer Hassane El-Khoury.

The company stated it secured a $2.45 billion term loan from Morgan Stanley to finance the deal without additional funding conditions.

The revised acquisition terms remove a previous contractual obligation for the acquirer to add a target director to its corporate board.

The company expects the transaction to close by mid-2027 following United States Federal Trade Commission clearance and target shareholder approval.