Filing summary
Company: ON Semiconductor Corporation (onsemi). Filing: Form 8-K dated October 1, 2026. This is a transaction update, not a periodic earnings report.
Business context and transaction terms
On October 1, 2026, onsemi, its wholly owned subsidiary Sonic Acquisition Corp., and Synaptics Incorporated entered into an amended and restated merger agreement, replacing their June 25, 2026 agreement. Under the revised terms, Sonic Acquisition Corp. will merge into Synaptics, which will survive as an onsemi wholly owned subsidiary, subject to the agreement’s conditions. The amendment followed Synaptics’ receipt of an unsolicited acquisition proposal from a third party identified as Party A.
Synaptics stockholders will receive $123 per share in cash, without interest, subject to specified exceptions. Eligible holders who properly exercise Delaware appraisal rights may seek appraisal. The merger is no longer structured as a tax-free reorganization under Section 368 of the Internal Revenue Code, and onsemi intends to withdraw its previously filed registration statement.
Financial terms and financing
- Morgan Stanley Senior Funding committed, subject to customary closing conditions, to provide up to $2.45 billion in senior secured term-loan financing to fund part of the consideration and transaction-related fees, costs, and expenses.
- Obtaining this financing is not a condition to onsemi’s obligation to complete the merger.
- The filing provides no operating revenue, profit, cash-flow, margin, debt, or liquidity metrics for the reporting period. It is not an earnings filing.
Material changes and process
- The consideration was revised to all cash at $123 per Synaptics share. Certain closing conditions were removed, including registration-statement effectiveness, Nasdaq listing approval for onsemi shares, the absence of a continuing material adverse effect on onsemi, and closing tax opinions.
- The requirement for onsemi to appoint a Synaptics director to onsemi’s board was removed. Certain covenants governing onsemi’s business conduct were also removed.
- Synaptics is to file a preliminary proxy statement within 10 days after the amended agreement and, after SEC review is complete or waived, hold a stockholder meeting within 30 days. The boards of both companies unanimously approved the revised agreement.
- Unvested Synaptics equity awards generally remain subject to provisions of the prior agreement, with assumed awards converted using a ratio based on the $123 consideration and onsemi’s specified five-day volume-weighted average trading prices. Certain vested, closing-vesting, and director-held awards are to be canceled for cash consideration.
Outlook, risks, and contingencies
Completion remains subject to applicable conditions, including required regulatory and Synaptics stockholder approvals. The filing identifies risks including failure to satisfy closing conditions, litigation, closing delays, business disruption, retention of key personnel, competitive responses, unexpected transaction costs, and adverse effects on business relationships. Financing is subject to customary conditions, but is not a merger closing condition. The filing provides no financial guidance or quantified expected synergies.
Important facts for investors to verify
- Whether Synaptics stockholders and relevant regulators approve the transaction, and the expected timing of closing.
- Whether the $2.45 billion committed financing is funded and what debt terms and related costs apply.
- The proxy statement’s complete transaction terms, participant interests, and any updates to risks or closing conditions.
- The final treatment of Synaptics equity awards and any appraisal-rights claims or transaction-related litigation.