onsemi revises Synaptics deal to $123-a-share cash, worth $5.70 billion
The all-cash agreement replaces a stock-for-stock deal struck in June and is meant to be immediately accretive to onsemi's earnings
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UpdateThursday, October 1, 2026 at 5:12 PM ET
Synaptics agreed to the lower cash price after receiving an unsolicited competing proposal from a third party, according to the companies. onsemi has secured a commitment from Morgan Stanley Senior Funding for up to $2.45 billion in senior secured term loan financing to fund the deal. The Federal Trade Commission has already approved the transaction, which still requires Synaptics shareholder approval and remains on track to close by mid-2027.
onsemi has agreed to buy Synaptics for $123 per share in cash, valuing the deal at $5.70 billion. The transaction will be funded with cash on hand and committed debt financing from Morgan Stanley, and onsemi says it expects the deal to be immediately accretive to its non-GAAP earnings per share.
The new terms replace an all-stock agreement the two companies signed on June 25, 2026, according to their joint press release. Under that deal, Synaptics shareholders were to receive 1.350 onsemi shares for each Synaptics share, a structure that valued the transaction at about $7 billion in enterprise value and represented roughly a 19% premium to the two companies' 10-day volume-weighted average prices. onsemi's investor presentation at the time said the stock deal would leave Synaptics holders with about 12% of the combined company and onsemi holders with about 88%, with closing expected in mid-2027 and earnings accretion not arriving until 18 months after close.
This is the second attempt at the Synaptics deal, and the sweetened cash terms show onsemi is now willing to lever up rather than lean on its own stock to get it done. The accretive framing signals management's confidence that the deal will add to earnings quickly despite the added debt, but the all-cash structure also leaves onsemi more exposed to integration execution and leverage risk than a stock-funded deal would have been. Morgan Stanley's role as financing source extends a pattern seen in other large cash acquisitions this cycle, including Royal Caribbean's purchase of Sandals, where committed debt rather than equity has become the preferred route for big deals.