ON Semiconductor (onsemi) has entered into a definitive agreement to acquire Synaptics Incorporated in an all-stock transaction. Under the agreement, Synaptics will merge with a subsidiary of onsemi and become a wholly owned subsidiary. The deal is expected to result in Synaptics equityholders owning approximately 12% of the combined company post-closing.
Key Details
- Merger Consideration: Each share of Synaptics common stock will be converted into the right to receive 1.350 shares of onsemi common stock.
- Timeline & Conditions: The transaction is anticipated to close in mid-2027, subject to approval by Synaptics stockholders, regulatory approvals, and other customary closing conditions.
- Termination Fees: The agreement includes a $235 million termination fee payable by Synaptics to onsemi, or a $320 million regulatory termination fee payable by onsemi to Synaptics, under specified circumstances.
- Governance: Upon closing, onsemi will appoint one independent director from the Synaptics Board to the onsemi Board of Directors.