onsemi Amends Synaptics Merger to $123/Share All-Cash Deal Backed by $2.45B Debt Commitment

Overview of the Amended Transaction

On October 1, 2026, ON Semiconductor Corporation ("onsemi") entered into an Amended and Restated Agreement and Plan of Merger with Synaptics Incorporated and Sonic Acquisition Corp. This agreement restructures onsemi's previously announced (June 25, 2026) acquisition of Synaptics following Synaptics' receipt of an unsolicited Acquisition Proposal from a third party ("Party A").

Key Terms & Structure Changes

• All-Cash Consideration: The merger consideration has been converted into $123.00 per share in cash, without interest, replacing the original stock-and-cash reorganization structure.
• Financing Commitment: onsemi secured a debt commitment letter from Morgan Stanley Senior Funding, Inc. for up to $2,450,000,000 in senior secured term loan facilities to fund a portion of the merger consideration and related transaction expenses. The closing of the merger is not conditioned on the receipt of financing.
• Registration Statement & Conditions: Because shares of onsemi common stock will no longer be issued as merger consideration, onsemi plans to withdraw its Form S-4 registration statement. Related closing conditions (such as S-4 effectiveness, Nasdaq listing of consideration shares, and mutual tax opinions) have been eliminated.
• Governance: The requirement to appoint a member of the Synaptics board of directors to the onsemi board has been removed.
• Treatment of Equity Awards: Synaptics unvested RSUs, PSUs, and MSUs will be converted into onsemi equity awards based on a conversion ratio calculated using onsemi's 5-day volume-weighted average price prior to closing. Vested or director-held awards will be settled in cash at the $123.00 per share rate.

Strategic and Trading Significance

This all-cash amendment responds directly to competitive bidding pressures from a third party, establishing deal certainty for Synaptics shareholders at $123 per share. For onsemi, the shift avoids equity dilution while adding up to $2.45 billion in debt to its balance sheet.