Business Context and Reporting Period
Company: Synaptics Incorporated (SYNA)
Filing Type: Form 8-K (Current Report)
Date of Report: June 25, 2026
Event: Entry into a Material Definitive Agreement (Merger Agreement) with ON Semiconductor Corporation (onsemi).
On June 25, 2026, Synaptics entered into an Agreement and Plan of Reorganization with onsemi and its wholly-owned subsidiary, Sonic Acquisition Corp. Under the agreement, Sonic Acquisition Corp. will merge with and into Synaptics, with Synaptics surviving as an indirect, wholly-owned subsidiary of onsemi.
Key Financial Metrics and Transaction Terms
This filing details a proposed business combination rather than periodic financial performance. Key transaction metrics include:
- Merger Consideration: Each share of Synaptics common stock will be converted into the right to receive 1.350 shares of onsemi common stock (Exchange Ratio).
- Termination Fees:
- Synaptics to pay onsemi: $235,000,000 (e.g., upon change of recommendation by Synaptics' board).
- onsemi to pay Synaptics: $320,000,000 (regulatory termination fee if required approvals are not obtained by the End Date).
- End Date: June 25, 2027, subject to extensions of up to 21 months for regulatory approvals.
Note: The filing text does not provide current revenue, profit, cash flow, margins, debt, or liquidity figures for Synaptics or onsemi.
Material Changes and Equity Treatment
The primary material change is the proposed acquisition of Synaptics by onsemi. The treatment of existing Synaptics equity awards is as follows:
- Unvested Awards (RSUs, PSUs, MSUs): Generally assumed by onsemi and converted into equivalent awards denominated in onsemi common stock for employees who remain with the combined company.
- Vested/Accelerated Awards: Vested but unsettled awards, awards vesting upon closing, and awards held by non-employee directors will be cancelled. Holders will receive the Merger Consideration (1.350 onsemi shares per Synaptics share) applicable to the underlying shares, less tax withholdings.
Guidance, Outlook, Risks, and Conditions
Closing Conditions: The transaction is subject to customary conditions, including:
- Approval by a majority of Synaptics stockholders.
- Receipt of required governmental and antitrust approvals.
- Effectiveness of the onsemi Form S-4 registration statement.
- Absence of a material adverse effect on either party.
- Accuracy of representations and warranties.
Risks and Contingencies: The filing highlights significant risks, including the failure to satisfy closing conditions, litigation, disruption of business operations, inability to retain key personnel, and the uncertainty of achieving expected synergies. Forward-looking statements are subject to these risks and uncertainties.
Management Commentary: The Synaptics Board of Directors is required to recommend that stockholders vote in favor of the transaction, subject to exceptions for superior proposals or fiduciary duty conflicts.
Investor Verification Checklist
- Verify the final Exchange Ratio (1.350 onsemi shares per Synaptics share) and the current trading price of onsemi stock to calculate implied transaction value.
- Review the upcoming Form S-4 proxy statement/prospectus for detailed financial data, risk factors, and the full text of the Merger Agreement.
- Monitor the status of antitrust and foreign direct investment regulatory approvals, which are critical closing conditions.
- Confirm the specific treatment of individual equity awards (RSUs, PSUs, MSUs) based on vesting status and employee classification.
- Assess the potential impact of the $235 million termination fee payable by Synaptics in the event of a board recommendation change.