Skip to content
AnalystLens

On Semiconductor 8-K Report, Material Agreement (Oct 1, 2026)

Reports
Material Agreements·Other Events·Exhibits & Filings
Filing Date
Filed October 1, 2026
Period End
October 1, 2026
Security
ON
In the record · 2016–202610-K1110-Q338-K162

ON filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 162 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Oct ’18Oct ’18
  2. Leadership change8-K · Oct ’20Oct ’20
  3. Impairment8-K · Sep ’22Sep ’22
  4. Impairment8-K · Nov ’25Nov ’25

01—Abstract

Summary

Summary of the 8-K filed October 1, 2026. Cited figures are marked; the original filing is the authoritative source.

On October 1, 2026, onsemi (ON) and Synaptics Incorporated (SYNA) entered into an Amended and Restated Agreement and Plan of Merger, amending the June 25, 2026 agreement for onsemi to acquire Synaptics.

The revised deal sets the merger consideration at $123a per share in cash, for an aggregate value of approximately $5.7 billion, compared with approximately $7 billion under the prior agreement. The filing states the transaction is expected to be immediately accretive to onsemi's non-GAAP earnings per share upon closing. The amendment followed an unsolicited competing proposal from a third party, referred to as "Party A" in onsemi's Form S-4 filed August 21, 2026.

Both boards unanimously approved the amended agreement. The revised structure removes several closing conditions, including the effectiveness of the Registration Statement, Nasdaq listing approval of onsemi shares, the absence of a continuing material adverse effect on onsemi, and closing tax opinions. The merger will no longer be structured as a reorganization under Section 368 of the Internal Revenue Code, and onsemi intends to withdraw the Registration Statement.

Financing is provided by a commitment letter with Morgan Stanley Senior Funding, Inc. for up to $2.45 billionb of senior secured term loans, and receipt of financing is not a condition to closing. Synaptics stockholders retain appraisal rights under Delaware law, and the deal remains subject to a Synaptics stockholder vote. The press release states the transaction is still expected to close by mid-2027, subject to Synaptics stockholder approval, required regulatory approvals and other customary conditions.

It notes that the FTC has approved the transaction and regulators in other jurisdictions are reviewing it. The company also cites identified incremental value opportunities beyond the previously announced $200 millionc of annual run-rate synergies, which are expected to be realized after the initial 18 months post-close.

02—Key points

Key Highlights

  1. Revised merger consideration of $123 per share in cash, for an aggregate value of approximately $5.7 billion versus approximately $7 billion under the prior agreement.
  2. onsemi expects the transaction to be immediately accretive to non-GAAP EPS upon closing.
  3. The amendment followed an unsolicited competing proposal from a third party ("Party A").
  4. Closing conditions removed include Registration Statement effectiveness, Nasdaq listing approval, the absence of a continuing material adverse effect on onsemi, and closing tax opinions.
  5. Financing: Morgan Stanley Senior Funding, Inc. committed up to $2.45 billion of senior secured term loans; financing is not a closing condition.
  6. The merger will no longer be structured as a Section 368 reorganization, and onsemi intends to withdraw its Form S-4 Registration Statement.
  7. Transaction still expected to close by mid-2027, subject to Synaptics stockholder approval and regulatory approvals; the FTC has approved and other jurisdictions are reviewing.

03—Questions

Frequently Asked Questions

  1. What is the new price per share and how does it compare with the prior deal?

    The amended agreement sets the merger consideration at $123 per share in cash. The press release states an aggregate value of approximately $5.7 billion, compared with approximately $7 billion under the prior June 25, 2026 agreement.

  2. Why was the merger agreement amended?

    The amendment followed Synaptics' receipt of an unsolicited Acquisition Proposal from a third party, referred to as "Party A" in onsemi's Form S-4 filed August 21, 2026. Both boards unanimously approved the revised terms.

  3. Is onsemi's financing a condition to closing?

    No. The filing states that receipt of financing is not a condition to onsemi's obligation to consummate the Merger. Morgan Stanley Senior Funding, Inc. has agreed to provide up to $2.45 billion of senior secured term loans, subject to customary closing conditions.

  4. When is the transaction expected to close and what approvals remain?

    The press release states the transaction is expected to close by mid-2027, subject to approval by Synaptics stockholders, required regulatory approvals and other customary closing conditions. The FTC has approved the transaction, and regulators in other jurisdictions are reviewing it.

  5. What happens to Synaptics stockholders who oppose the merger?

    Holders who have not voted in favor of the Merger and have properly exercised appraisal rights under Section 262 of the Delaware General Corporation Law may seek appraisal of their shares, rather than receiving the per-share Merger Consideration.

04—Continue

← View all 8-K filings