What will Synaptics stockholders receive in the merger?

Each share of Synaptics common stock outstanding at the Effective Time will be converted into the right to receive 1.350 validly issued, fully paid and non-assessable shares of onsemi common stock. Cash will be paid in lieu of any fractional shares, and no appraisal rights will be available under Section 262 of the DGCL.

How will the merger affect Synaptics equity awards?

Unvested Synaptics RSUs, PSUs and MSUs held by employees of onsemi after the Effective Time will be assumed and converted into onsemi restricted or performance-based stock units, adjusted by the Exchange Ratio. Vested but unsettled awards, awards that vest on Closing, and awards held by non-employee Synaptics directors will be cancelled in exchange for Merger Consideration.

When is the transaction expected to close, and what could prevent it?

The parties anticipate closing in mid-2027. Closing depends on Synaptics stockholder adoption of the Merger Agreement, HSR and other antitrust and foreign investment approvals, effectiveness of the Form S-4 registration statement, Nasdaq listing approval, and other customary conditions. The agreement can be terminated if the Merger is not completed by June 25, 2027, subject to extensions.

What termination fees apply if the deal fails?

Synaptics would owe onsemi a $235,000,000 termination fee in specified circumstances, such as accepting a Superior Proposal or following a change in the Synaptics board's recommendation. onsemi would owe Synaptics a $320,000,000 regulatory termination fee in specified circumstances, including an antitrust or foreign investment injunction or failure to obtain certain required regulatory approvals by the End Date.

What do the companies say the deal will mean for onsemi's financial profile?

The press release states the transaction is expected to be accretive to non-GAAP EPS within 18 months of closing, with an expected $200 million in annual synergies and gross margins consistent with onsemi's long-term financial model. onsemi says it remains committed to its existing capital return policy during the pendency period.

ON 8-K: Material Agreements

01—Abstract

Summary

Summary of the 8-K filed June 25, 2026. Cited figures are marked; the original filing is the authoritative source.

On June 25, 2026, ON Semiconductor Corporation (onsemi) entered into an Agreement and Plan of Reorganization with its wholly owned subsidiary Sonic Acquisition Corp. and Synaptics Incorporated.

Under the agreement, Merger Sub will merge into Synaptics, which will survive as a wholly owned subsidiary of onsemi. Each Synaptics share will convert into the right to receive 1.350 shares of onsemi common stock, and Synaptics stockholders are expected to own approximately 12% of the combined company on a pro forma basis. The press release describes the deal as an all-stock transaction with a total enterprise value of approximately $7 billion^a and a premium of approximately 19% to the volume weighted average closing prices of both companies over the last 10 trading days.

The companies expect the transaction to close in mid-2027, subject to Synaptics stockholder approval, antitrust and foreign investment approvals, Nasdaq listing approval, an effective Form S-4 registration statement and other customary conditions. The agreement includes a termination fee of $235,000,000^b payable by Synaptics in specified circumstances, including to accept a Superior Proposal, and a regulatory termination fee of $320,000,000 payable by onsemi in specified circumstances, including failure to obtain certain required regulatory approvals by the End Date. The End Date is June 25, 2027, extendable in up to three three-month periods under certain circumstances.

The Synaptics board may change its recommendation in response to a Superior Proposal or an Intervening Event, subject to customary match rights. At closing, one independent Synaptics director will join the onsemi board. The press release states the companies expect the transaction to be accretive to non-GAAP EPS within 18 months of closing, with an expected $200 million^c in annual synergies.

It also says the combination would increase onsemi's total addressable market by $30 billion to $243 billion^d by 2030. onsemi is reiterating its fiscal second quarter 2026 outlook from May 4, 2026, and Synaptics is reiterating its fiscal fourth quarter 2026 outlook from May 7, 2026. onsemi plans a conference call at 5:00 p.m. EDT on June 25, 2026.

02—Key points

Key Highlights

Merger structure: Synaptics becomes a wholly owned subsidiary of onsemi in an all-stock deal at a fixed exchange ratio of 1.350 onsemi shares per Synaptics share.
Ownership: Synaptics equityholders are expected to own approximately 12% of the combined company on a pro forma basis.
Valuation: The press release describes a total enterprise value of approximately $7 billion and a premium of approximately 19% to the 10-day VWAP of both companies.
Timing and conditions: Closing is expected in mid-2027 and requires Synaptics stockholder approval, HSR and other antitrust and foreign investment clearances, and Nasdaq listing approval, among other conditions.
Break fees: Synaptics would pay $235,000,000 in specified circumstances, and onsemi would pay a $320,000,000 regulatory termination fee in specified circumstances.
Synergies and accretion: The companies expect $200 million in annual synergies and non-GAAP EPS accretion within 18 months of closing.
Strategic positioning: The companies state the combination would expand onsemi's total addressable market by $30 billion to $243 billion by 2030 and extend its reach into Edge AI and Physical AI.

03—Questions

Frequently Asked Questions

What will Synaptics stockholders receive in the merger?
Each share of Synaptics common stock outstanding at the Effective Time will be converted into the right to receive 1.350 validly issued, fully paid and non-assessable shares of onsemi common stock. Cash will be paid in lieu of any fractional shares, and no appraisal rights will be available under Section 262 of the DGCL.
How will the merger affect Synaptics equity awards?
Unvested Synaptics RSUs, PSUs and MSUs held by employees of onsemi after the Effective Time will be assumed and converted into onsemi restricted or performance-based stock units, adjusted by the Exchange Ratio. Vested but unsettled awards, awards that vest on Closing, and awards held by non-employee Synaptics directors will be cancelled in exchange for Merger Consideration.
When is the transaction expected to close, and what could prevent it?
The parties anticipate closing in mid-2027. Closing depends on Synaptics stockholder adoption of the Merger Agreement, HSR and other antitrust and foreign investment approvals, effectiveness of the Form S-4 registration statement, Nasdaq listing approval, and other customary conditions. The agreement can be terminated if the Merger is not completed by June 25, 2027, subject to extensions.
What termination fees apply if the deal fails?
Synaptics would owe onsemi a $235,000,000 termination fee in specified circumstances, such as accepting a Superior Proposal or following a change in the Synaptics board's recommendation. onsemi would owe Synaptics a $320,000,000 regulatory termination fee in specified circumstances, including an antitrust or foreign investment injunction or failure to obtain certain required regulatory approvals by the End Date.
What do the companies say the deal will mean for onsemi's financial profile?
The press release states the transaction is expected to be accretive to non-GAAP EPS within 18 months of closing, with an expected $200 million in annual synergies and gross margins consistent with onsemi's long-term financial model. onsemi says it remains committed to its existing capital return policy during the pendency period.

04—Continue

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