Cirrus Logic confirms it bid for Synaptics and walked away; onsemi is paying $123 a share in cash

Cirrus Logic▲+1.49% — Cirrus Logic, up 1.49 percent today ended the guessing game on October 13. A Form 8-K signed by Chief Financial Officer Jeff Woolard↗ confirms the company "made acquisition proposals" for Synaptics▼−0.70% — Synaptics, down 0.70 percent today, the San Jose touch and edge-AI chipmaker, that it is the "Party A" in the Synaptics and onsemi▲+1.18% — onsemi, up 1.18 percent today merger filings, and that it is "not currently pursuing a transaction," while declining to adopt those filings' descriptions of its proposals as accurate. ¹

For onsemi shareholders, what Party A offered is the market test of the $123-a-share cash price their company is paying partly with borrowed money. ⁶⁷ For Cirrus shareholders, the record shows a company built on audio chips for Apple's▼−0.13% — Apple, down 0.13 percent today iPhone that bid for growth beyond it, lost the auction, and now says it is done. ¹²

The buyer that started the auction

Bloomberg named Cirrus as the bidder on October 10; the company declined to comment, and Tuesday's 8-K is the answer. ²¹⁰ The filings describe a courtship months older than the leak.

Party A's chief executive first raised an acquisition with Rahul Patel, Synaptics' president and chief executive, on February 12, 2026. ³ It offered $95 a share on March 13, 35% cash, against a $73.87 close, then $102.50 on April 1, 45% cash. ³ The special committee countered at $120 on April 20; by May 11, Synaptics traded at $126.55, up 74% since April 1, and Party A's financial adviser called that rise "significant" while committing to nothing. ³

Synaptics chose onsemi's stock instead

Synaptics signed with onsemi, the Arizona power-chip maker, on June 25↗ instead: all stock, 1.350 onsemi shares per Synaptics share, an enterprise value of about $7 billion. ⁴ On August 4, the S-4's most recent pricing date, that paper was worth $109.05 a Synaptics share. ³

September's number is still a secret

On September 2 Party A returned with an unsolicited, non-binding proposal, then revised it into what Synaptics' board called a "Superior Proposal."↗ ⁵ onsemi answered on October 1 with $123 a share in cash, about $5.7 billion against the stock deal's $7 billion, backed by a $2.45 billion senior secured term loan from Morgan Stanley▼−1.69% — Morgan Stanley, down 1.69 percent today. ⁷⁶ The board unanimously judged the rival offer no longer superior and signed. ⁵

No filing discloses the September price; Bloomberg reported a mix of cash and shares. ² Until it surfaces, onsemi's shareholders cannot set their $123 against the one rival figure the board judged superior.

Who mispriced whom

Cirrus spent eight months setting the price of Synaptics, and its last written offer sat $20.50 below what onsemi paid. ³ The visible record favors onsemi's discipline: $123 in cash cleared the board's own $120 April ask, and the deal adds to onsemi's earnings per share at closing, by the company's account. ⁷ The cost is leverage: $2.45 billion of secured debt beside the cash. ⁶

A cash bid was out of Cirrus's reach: it held $810.7 million of cash against $130.5 million of debt at the end of June↗. ⁸ Its market value, about $5.4 billion, sat a little above Synaptics' $4.8 billion, so its written offers were 35% and then 45% cash, the rest in Cirrus stock. ²³

The proxy will finish the story

Synaptics owes the SEC a preliminary proxy↗ within 10 days of the amended agreement; none had appeared by October 13. ⁶⁹ Its background pages will carry the September terms, the missing step in the ladder. ⁵ On the S-4's arithmetic, $102.50 was about 3.9 times next-twelve-month revenue; $123 works out to roughly 4.7 times. ³ The vote follows, with closing expected by mid-2027; until then, $123 is judged against a price no filing shows. ⁷