---
title: "Synaptics' Board Ruled a Secret Rival's Bid Superior. onsemi Answered With $123 in Cash"
description: "The October 1 filing shows an unnamed \"Party A\" formally beat onsemi's June stock deal before onsemi bought the merger back, in cash, for $5.7 billion. The proxy that would reveal Party A's price is due by October 11 and has not been filed."
publisher: "The Inference"
section: "Deals"
published: 2026-10-10T01:27:31.575Z
modified: 2026-10-10T01:27:31.575Z
canonical: https://theinference.org/article/synaptics-board-ruled-a-secret-rival-s-bid-superior-onsemi-answered-with-123-in-cash
language: en
keywords: "M&A, Semiconductors, Synaptics, Onsemi"
---

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

> The October 1 filing shows an unnamed "Party A" formally beat onsemi's June stock deal before onsemi bought the merger back, in cash, for $5.7 billion. The proxy that would reveal Party A's price is due by October 11 and has not been filed.

The most important sentence in [onsemi](https://theinference.org/markets/companies/onsemi)'s $5.7 billion takeover of [Synaptics](https://theinference.org/markets/companies/synaptics) sits in an SEC filing, not a press release. Synaptics' board, [the 8-K dated October 1, 2026](https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_8k.htm), 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](https://theinference.org/article/onsemi-pays-123-a-share-in-cash-to-keep-synaptics-away-from-a-nameless-rival), replacing [the June 25 all-stock swap](https://www.theglobeandmail.com/investing/markets/stocks/ON/pressreleases/3007061/on-semiconductor-to-acquire-synaptics-in-all-stock-deal/), for about $5.7 billion against June's roughly $7 billion [1][2]. 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 [3][4]. 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"](https://finance.yahoo.com/markets/stocks/articles/onsemi-synaptics-announce-revised-merger-203400670.html) [2].

*Chart: **The stock deal was worth $156 in June and $109 by August; onsemi now pays $123 in cash** Bar chart comparing the implied Synaptics merger consideration of $156.25 in June, $109.05 in August, and the $123 October cash offer*

*Implied per-share value of the 1.350 fixed exchange ratio at onsemi's June 24 and August 4, 2026, closing prices, against the $123 cash consideration signed October 1, 2026. [1][4]*

## 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](https://theinference.org/markets/companies/morgan-stanley) 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 [4][8][5].

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 [4][2][3]. The remainder is cash on hand plus committed financing, the companies say [2][5]. The filings show the borrowing already done: [cash and total debt each rose about $1.5 billion in the quarter ended July 3, 2026](https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001097864), eight days after the June signing, leaving $3.5 billion of cash against $4.5 billion of debt [6].

*Chart: **onsemi's debt jumped $1.5 billion in the quarter before it signed the cash deal** Line chart of onsemi cash and total debt across eight quarters, showing both jumping about $1.5 billion in Q2 2026*

*Cash on hand and total debt at quarter end, US$ billions, from onsemi's SEC filings; the Q2 2026 quarter ended July 3, 2026. [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 [7][5]. 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](https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000817720&type=PRE+14A&dateb=&owner=exclude&count=10) [8][9]. Dissenters keep Delaware appraisal rights, United States antitrust clearance is already in hand, and closing is targeted for mid-2027 [1][2]. 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.

## Takeaway

Synaptics' board ruled a secret rival's bid superior until onsemi switched its June stock deal to $123 a share in cash; the proxy due October 11, still unfiled as of October 10, should reveal Party A's price.

## Sources

1. [Synaptics Incorporated, Form 8-K (items 1.01, 7.01, 9.01), filed 1 October 2026, SEC EDGAR](https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_8k.htm)
2. [onsemi and Synaptics joint press release, "onsemi and Synaptics Announce Revised Merger Agreement," 1 October 2026, GlobeNewswire via Yahoo Finance](https://finance.yahoo.com/markets/stocks/articles/onsemi-synaptics-announce-revised-merger-203400670.html)
3. [TipRanks via The Globe and Mail, "ON Semiconductor to Acquire Synaptics in All-Stock Deal," 26 June 2026](https://www.theglobeandmail.com/investing/markets/stocks/ON/pressreleases/3007061/on-semiconductor-to-acquire-synaptics-in-all-stock-deal/)
4. [remio, "Onsemi Synaptics Acquisition Turns to Cash After the Original Deal Lost Value," October 2026](https://www.remio.ai/post/onsemi-synaptics-acquisition-turns-to-cash-after-the-original-deal-lost-value)
5. [Quartz via Yahoo Finance, "onsemi revises Synaptics acquisition to all-cash $5.7B deal," 2 October 2026](https://finance.yahoo.com/markets/stocks/articles/onsemi-revises-synaptics-acquisition-cash-111712324.html)
6. [onsemi, quarterly cash and debt figures from its SEC filings, retrieved 10 October 2026](https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001097864)
7. [GuruFocus News, "Synaptics (SYNA) Shares Surge 14% on Merger Announcement with onsemi," 2 October 2026](https://www.gurufocus.com/news/9108433/synaptics-syna-shares-surge-14-on-merger-announcement-with-onsemi)
8. [Kalkine Media, "ON Semiconductor Updates Synaptics Acquisition to $123 Per Share All-Cash Offer," 1 October 2026](https://kalkinemedia.com/us/news/announcements/on-semiconductor-updates-synaptics-acquisition-to-123-per-share-all-cash-offer)
9. [SEC EDGAR, Synaptics Incorporated PRE 14A filing history, retrieved 10 October 2026](https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000817720&type=PRE+14A&dateb=&owner=exclude&count=10)


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Synaptics' Board Ruled a Secret Rival's Bid Superior. onsemi Answered With $123 in Cash — The Inference. Canonical: https://theinference.org/article/synaptics-board-ruled-a-secret-rival-s-bid-superior-onsemi-answered-with-123-in-cash