M&A
confidence high
sentiment neutral
materiality 0.90
onsemi, Synaptics amend merger: cash consideration cut to $123/share (~$5.7B) from ~$7B
ON SEMICONDUCTOR CORP
- Amended and Restated Agreement and Plan of Merger dated Oct 1, 2026 revises consideration to $123/share in cash for Synaptics, ~$5.7B total vs ~$7B previously.
- Amendment follows an unsolicited competing proposal from third party 'Party A'; onsemi intends to withdraw its S-4 and the deal is no longer a Section 368 reorganization.
- onsemi obtained a $2,450,000,000 senior secured term loan commitment from Morgan Stanley Senior Funding; receipt of financing is not a closing condition.
- Eliminated closing conditions include S-4 effectiveness, Nasdaq listing approval, absence of an onsemi material adverse effect, and closing tax opinions.
- Deal expected to close by mid-2027; FTC approval received, other regulators reviewing; Synaptics to file preliminary proxy within 10 days.