01—Abstract
Summary
Summary of the 8-K filed August 13, 2026. Cited figures are marked; the original filing is the authoritative source.
On August 13, 2026, ON Semiconductor Corporation ("onsemi") disclosed under Item 8.01 (Other Events) an update on its previously announced proposed merger with Synaptics Incorporated.
Under the Agreement and Plan of Reorganization dated June 25, 2026, Sonic Acquisition Corp., a wholly owned onsemi subsidiary, will merge with and into Synaptics, with Synaptics surviving as a wholly owned subsidiary of onsemi. The key regulatory milestone is that the parties filed their HSR Act notifications on July 17, 2026, and on August 12, 2026, the Federal Trade Commission granted early termination of the HSR waiting period with respect to the Merger. Closing remains subject to the satisfaction or waiver of other conditions, including approval by Synaptics stockholders and certain other regulatory approvals or clearances.
The parties continue to expect the Merger to close in mid-2027. The filing is largely procedural. It contains no financial results, deal consideration, or synergy figures.
Its forward-looking statements flag risks including failure to obtain regulatory or stockholder approvals, litigation, integration challenges, and uncertainty as to the long-term value of onsemi's common stock. Investors will receive further detail in the Form S-4 registration statement and proxy statement/prospectus, which onsemi plans to file.
02—Key points
Key Highlights
- FTC granted early termination of the HSR Act waiting period for the Merger on August 12, 2026; HSR notifications were originally filed July 17, 2026.
- Merger structure: Sonic Acquisition Corp., a wholly owned onsemi subsidiary, will merge into Synaptics Incorporated, with Synaptics surviving as a wholly owned subsidiary of onsemi.
- Merger Agreement was entered into June 25, 2026, among onsemi, Merger Sub, and Synaptics.
- Remaining closing conditions include receipt of the required approval of Synaptics stockholders and certain other regulatory approvals or clearances.
- Parties continue to expect the Merger to close in mid-2027, subject to satisfaction or waiver of closing conditions.
- onsemi will file a Form S-4 registration statement including a Synaptics proxy statement and onsemi prospectus; the filing identifies litigation, integration, and retention risks.
03—Questions
Frequently Asked Questions
What regulatory milestone did the Merger reach in this filing?
On August 12, 2026, the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the Merger. The HSR notifications were filed on July 17, 2026.
Is the Merger expected to close, and when?
The parties continue to expect the Merger to close in mid-2027. Closing remains subject to the satisfaction or waiver of the remaining conditions, including Synaptics stockholder approval and certain other regulatory approvals or clearances.
What will happen to Synaptics in the Merger?
Merger Sub will merge with and into Synaptics, and Synaptics will survive the Merger as a wholly owned subsidiary of onsemi.
What are the main risks identified for the transaction?
The filing lists risks including failure to satisfy closing conditions or obtain required regulatory or stockholder approvals, transaction-related litigation, timing uncertainty, business disruption, retention of key personnel, unexpected costs, and difficulty achieving expected growth and synergies. It also cites uncertainty as to the long-term value of onsemi's common stock.
Where can investors find more detail on the Merger?
The filing states that more detail will be provided in the proxy statement/prospectus included in onsemi's Registration Statement on Form S-4, which onsemi will file with the SEC. Investors are urged to read it when available.
04—Continue