Onsemi pays $123 a share in cash to keep Synaptics away from a nameless rival
An unsolicited bid from an unnamed rival forced onsemi to scrap its all-stock, tax-free takeover of Synaptics for $123 a share in cash, backed by $2.45 billion of secured debt. Synaptics holders get a firm floor and a live auction; onsemi holders get the lien stack and fewer exits.
Vincent Jiang · 3 min read
The bid that broke the stock deal
After the close on 1 October, onsemi and Synaptics tore up the merger agreement they signed on 25 June and wrote a new one: $123 per share in cash, about $5.7 billion all in, against roughly $7 billion for the all-stock deal it kills 12. The trigger, per the filing, was an unsolicited acquisition proposal from a third party the documents call only "Party A" 1.
The June deal paid 1.350 onsemi shares per Synaptics share, a roughly 19% premium to the two stocks' 10-day volume-weighted prices 34. The registration statement covering the up to 61.4 million shares it would have issued will be withdrawn, and with it the Section 368 tax-free structure 14.
$3 over Synaptics' own ask, $15 over the stock deal
Party A opened at $95 a share in cash and stock on 13 March, then raised to $102.50 on 1 April 4. Synaptics' special committee went back at $120 on 20 April 4. By 4 August, onsemi's share package had sagged to an implied $109.05 4. The new cash price sits $3 above the number Synaptics itself floated privately in April, and about $15 above the package's value at Thursday's close 145.
Onsemi's $123 cash tops every price on Synaptics' tape, including its own stock deal
Data
| Value per Synaptics share | |
|---|---|
| Party A bid, 13 Mar | $95 |
| Party A bid, 1 Apr | $102.5 |
| Synaptics counter, 20 Apr | $120 |
| onsemi stock deal, 4 Aug | $109.05 |
| onsemi cash, 1 Oct | $123 |
The exits onsemi handed over
To keep Synaptics, onsemi signed a commitment letter with Morgan Stanley Senior Funding for up to $2.45 billion of senior secured term loan, and financing is explicitly not a condition of closing 12. Four of its own protections are gone: S-4 effectiveness, Nasdaq listing of the new shares, the absence of a continuing material adverse effect on onsemi, and the closing tax opinions 1. Synaptics loses its guaranteed seat on onsemi's board 1.
onsemi ended last quarter with $3.5 billion of cash against $4.5 billion of debt 67. The commitment would take the debt to about $6.9 billion, secured, ranking ahead of existing unsecured bondholders 16.
Why both stocks rose anyway
The cash deal costs less and is immediately accretive to non-GAAP earnings per share, against the 18 months to accretion the June deal promised, on top of the $200 million in run-rate synergies already pledged 23. Both boards approved unanimously 1.
The market agreed. ON closed at $80.08, up 4.2%, and reached $85.16 after hours; SYNA closed at $106.15, then printed $122.91 by 5:25 pm, nine cents under the deal price 589. The gap to $123 was 15.9% at the close 18; the after-hours tape closed it in under two hours.
After hours, Synaptics closed to nine cents of $123 and onsemi's holders marked up the cash
- Close, 1 Oct
- After hours
Data
| Close, 1 Oct | After hours | |
|---|---|---|
| ON | $80.08 | $85.16 |
| SYNA | $106.15 | $122.91 |
A $235 million exit fee, and two clocks already running
Synaptics must file a preliminary proxy within 10 days, and the vote comes within 30 days of SEC clearance 1. What Party A offered this time appears in no public document; what is public is the toll, since the $235 million fee Synaptics owes onsemi to leave for a superior proposal carries over 14.
United States antitrust review ended on 12 August; other jurisdictions are still reviewing, with closing guided to mid-2027 24. Until Party A shows again, the nine-cent gap between SYNA's after-hours print and $123 is the market's running price on this deal closing 8.
An unnamed bidder has moved Synaptics $28 a share since March without ever signing a deal 14.
Deepdive
AI-generated from this story and its cited sources. Not investment advice.
