Synaptics' Board Ruled a Secret Rival's Bid Superior. onsemi Answered With $123 in Cash

The most important sentence in onsemi's▼−2.28% — onsemi, down 2.28 percent today $5.7 billion takeover of Synaptics▲+1.02% — Synaptics, up 1.02 percent today sits in an SEC filing, not a press release. Synaptics' board, the 8-K dated October 1, 2026↗, discloses, determined in good faith that a rival's proposal, first received September 2 and revised after engagement, constituted a "Superior Proposal" ¹. onsemi had lost the deal on paper.

It bought it back not by raising but by changing the money: $123 a share in cash, replacing the June 25 all-stock swap↗, for about $5.7 billion against June's roughly $7 billion ¹². The same board, weighing the amended terms, then found Party A's bid no longer superior and voted the cash deal through unanimously ¹.

The June contract sank on its own

The original terms paid 1.350 onsemi shares per Synaptics share, with no collar protecting either side, leaving Synaptics holders with roughly 12 percent of the combined company and every dollar of onsemi's downside ³⁴. onsemi fell from $115.74 at the June 24 close to $80.78 by August 4, and the implied consideration fell with it, from $156.25 to $109.05, according to the merger prospectus ⁴.

Party A never had to top $156; onsemi's own share price had done that work. The $123 now on the table sits 21 percent under June's implied value and about $14 above the August mark. CEO Rahul Patel sold the switch as "value certainty at a meaningful premium as compared to current value"↗ ².

The bill moved to onsemi's balance sheet

A floor and an exit replaced shared ownership. The cash terms pay Synaptics holders a fixed number and take them out; onsemi's shareholders keep every share and inherit the whole integration risk. Nearly half the price is borrowed: Morgan Stanley▲+1.76% — Morgan Stanley, up 1.76 percent today Senior Funding has committed up to $2.45 billion in senior secured term loans, and the merger carries no financing condition, so the obligation to close sits with onsemi alone ⁴⁸⁵.

Management expects net leverage below 2.0 times and now promises immediate accretion to non-GAAP earnings, against the 18-month wait the June terms allowed ⁴²³. The remainder is cash on hand plus committed financing, the companies say ²⁵. The filings show the borrowing already done: cash and total debt each rose about $1.5 billion in the quarter ended July 3, 2026↗, eight days after the June signing, leaving $3.5 billion of cash against $4.5 billion of debt ⁶.

The proxy will price the question

Both camps cheered: Synaptics closed October 2 at $121.06, up 14 percent and $1.94 under the deal price, while onsemi added 6.9 percent after hours ⁷⁵. The target being bought for $5.7 billion is unprofitable, with a trailing loss of $12.65 a share ⁷.

Synaptics owes the SEC a preliminary proxy within ten days of the amendment, and none had landed as of October 10↗ ⁸⁹. Dissenters keep Delaware appraisal rights, United States antitrust clearance is already in hand, and closing is targeted for mid-2027 ¹². The clock runs out tomorrow, and that filing is expected to carry Party A's price, the board's chronology, and the fairness analysis that explains why $123 ended the contest.