Onsemi Revises Synaptics Acquisition to $5.7B All-Cash Deal

Onsemi revised its acquisition of Synaptics into a $5.7 billion all-cash transaction at $123 per share, shifting away from an original $7 billion all-stock agreement after drawing an unsolicited competing proposal.

The restructuring altered both the valuation structure and consideration type of the merger, which was originally announced on June 25, 2026 as a fixed exchange ratio of 1.350 shares of onsemi common stock for each Synaptics share. That initial structure represented approximately a 19% premium to the volume-weighted average closing prices over the prior 10 trading days.

"The all-cash transaction delivers higher value to shareholders through lower total cost consideration," said Hassane El-Khoury, President and CEO of onsemi, in a statement regarding the revised terms.

Competing Bid Triggers Shift to Cash

The amendment was prompted by an unsolicited competing proposal from an unnamed third party, forcing onsemi to restructure its acquisition terms to secure the deal. By pivoting to cash, the semiconductor firm lowered its overall capital outlay while providing target shareholders with immediate liquidity.

"The amended agreement provides value certainty at a meaningful premium compared to current value," said Rahul Patel, Synaptics President and CEO, in a statement.

Following the announcement, market reaction drove shares of both companies higher. According to market reporting of after-hours trading, onsemi stock traded over 5.7% higher, while Synaptics shares surged 12.4% to reflect the new cash valuation.

Financing and Closing Timeline

To fund the buyout, onsemi secured fully committed debt financing from Morgan Stanley. The amended merger agreement contains no closing condition tied to onsemi's financing arrangements, mitigating execution risk for the target company.

The transaction is expected to close by mid-2027. Completion remains subject to approval by Synaptics shareholders, remaining regulatory clearances, and customary closing conditions, though the U.S. Federal Trade Commission has already cleared the deal.

What All-Cash Mergers Mean for Chip Consolidation

Shifting from stock-based consideration to all-cash deals in an active M&A environment reflects heightened competition among semiconductor suppliers seeking specialized connectivity and IoT assets. All-stock deals expose target shareholders to market volatility in the acquirer's equity, whereas cash bids remove equity fluctuation risk, which is a crucial factor when competing bidders enter the fray.