onsemi (Nasdaq: ON) and Synaptics (Nasdaq: SYNA) rewrote their merger on October 1, 2026. The buyer will pay $123 a share in cash, an aggregate the companies put at about $5.7 billion, instead of the 1.350 onsemi shares it agreed on June 25 to exchange for each Synaptics share. June’s contract was an all-stock deal with an enterprise value the companies put at about $7 billion. October keeps that purchase and changes the currency, after an unsolicited proposal from a third party the filings do not name.
That switch is why both stocks were higher before the October 2 open. A cash takeout usually lifts the target toward the bid and leans on the buyer, because cash leaves the balance sheet. Here the buyer rose too. Nasdaq showed Synaptics at $121.18 as of 5:15 a.m. Eastern time on October 2, up $15.03, or 14.16%, from the October 1 official close of $106.15. onsemi’s last premarket sale was $85.0595 as of 5:14 a.m. Eastern, up $4.9795, or 6.22%, from an $80.08 close. Those are extended-hours readings. The regular session had not opened.
The October 1 regular session is separate. Synaptics closed at $106.15, up 4.69%, and onsemi at $80.08, up 4.18%, at 4 p.m. Eastern. The release circulated after that bell, so those are the last official prices before the extended-hours move.
Against that close, $123 is a premium of $16.85 a share, or 15.9%. It is also above the live value of the stock deal it replaces. At onsemi’s October 1 close, 1.350 shares were worth $108.11. Cash at $123 is $14.89 more, about 13.8% above the old ratio marked at that price. Holders swap a floating claim for a fixed sum above today’s ratio and well below what that ratio was worth when the stock deal was announced.
Cash replaces a fixed 1.350 exchange ratio
On June 25 the companies signed an all-stock reorganization. Each Synaptics share would have converted into 1.350 shares of onsemi common stock, with cash for fractions and no fractional shares. The ratio was fixed. The June release said it represented about a 19% premium to the volume-weighted average closing prices of the two stocks over the prior 10 trading days, and that Synaptics holders would own about 12% of the combined company on a fully diluted basis. One Synaptics director was expected to join the onsemi board. The companies said the deal would be accretive to onsemi’s non-GAAP earnings per share within 18 months, with about $200 million of annual synergies, and they aimed to close in mid-2027, subject to a Synaptics vote, regulatory approvals, and other customary conditions. onsemi scheduled a call for 5 p.m. Eastern that day. The June release is filed as an exhibit to onsemi’s current report from that date.
The October 1 amendment, set out in an onsemi Form 8-K and in the joint press release attached to it, replaces that structure. The consideration is $123 per share in cash, without interest. Each Synaptics share outstanding immediately before the effective time, with limited exceptions including dissenting shares, converts into the right to receive that cash. The merger is no longer structured as a reorganization under Section 368 of the Internal Revenue Code. onsemi said it intends to withdraw the Form S-4 it filed on August 21, 2026. Listing new onsemi shares is no longer a closing condition, because those shares are no longer the price.
Both boards unanimously approved the amended agreement and determined that the revised transaction is in the best interests of their stockholders. The 8-K says the parties signed it after Synaptics received an unsolicited acquisition proposal from a third party, called “Party A” in the August S-4. An employee note Synaptics filed the same day calls the approach unsolicited and non-binding. The filings do not name the bidder or publish that party’s price. The premium math below does not depend on a guess about either.
Hassane El-Khoury, president and chief executive of onsemi, framed the revision as a better bargain for his own shareholders. “As was the case when we initially announced the acquisition, Synaptics addresses an important aspect of our strategic direction, and we believe the revised merger agreement represents a more financially attractive transaction for our shareholders,” he said. “The all-cash transaction delivers higher value to our shareholders through lower total cost consideration, and we now expect the transaction to be immediately accretive to non-GAAP EPS upon closing.”
Rahul Patel, Synaptics’ president and chief executive, argued the seller’s side of the same trade. “Our Board has been singularly focused on delivering the best outcome for our shareholders, and today’s amended agreement reflects that commitment,” he said. “By transitioning to an all-cash structure, we are providing value certainty at a meaningful premium as compared to current value. We are confident this path is the right choice for our shareholders.”
“Current value” is not the June headline. The October release compares an aggregate of about $5.7 billion with about $7 billion for the prior agreement, which June had called enterprise value. That is the companies’ comparison, not a net-cash reconciliation. Dividing the rounded $5.7 billion by $123 is on the order of 46 million shares. That is arithmetic on an approximation, not a share count from a proxy.
The ratio melted, then cash reset it
Which date you use decides whether October looks like a price cut or a price increase. Nasdaq’s official closes draw it. On June 25, onsemi closed at $118.74 and Synaptics at $125.62. The ratio was worth $160.30 at that onsemi close. The next session, June 26, onsemi closed at $90.65, down 23.7%, on about 44.2 million shares against about 8.6 million the day before. Synaptics closed at $121.00, down 3.7%, on about 7.7 million shares against about 1.2 million. The ratio that day was worth $122.38, and Synaptics closed within about $1.40 of it. That is a fixed-ratio deal after the market has marked the currency. The target trades as a stub of the buyer, minus time and break risk.
From the June 25 close to the October 1 close, onsemi fell 32.6%, from $118.74 to $80.08. Synaptics fell 15.5%, from $125.62 to $106.15. The old ratio at the October 1 onsemi close was worth $108.11, about $52 below its June 25 mark and about $14 below the new cash price. A holder marking the original contract to market is not looking at a $7 billion enterprise value. The holder is looking at 1.350 shares the market priced at $108.11. The $123 cash bid replaces that mark. It does not replace the $160.30 the ratio was worth on the announcement-day close, and the companies’ own comparison does not replace a $7 billion headline with a larger one.
Against the June enterprise-value figure, about $5.7 billion is the smaller number, which is what El-Khoury means by a lower total cost. Against the ratio’s October 1 value, $123 is the larger number, which is why Synaptics could rise toward the cash bid anyway.
| Nasdaq official close | onsemi | 1.350 times onsemi | Synaptics |
|---|---|---|---|
| June 25, 2026 | $118.74 | $160.30 | $125.62 |
| June 26, 2026 | $90.65 | $122.38 | $121.00 |
| October 1, 2026 | $80.08 | $108.11 | $106.15 |
| Cash bid, October 1 | $123.00 |
The October 2 premarket tape sat between the October 1 close and the cash bid. Synaptics at $121.18 was $1.82, or about 1.5%, below $123. onsemi at $85.0595 would have made the old ratio worth about $114.83, still under the cash price. A gross gap of $1.82 is thin beside a close the companies still put at mid-2027. A thin spread that far from closing can mean traders see little break risk, or it can mean a premarket print that the regular session has not tested. It is not evidence that a higher bid is in hand. Party A’s price is not in the filing.
Why the buyer rose with the target
June 26 was the textbook reaction, even though the currency was stock: the buyer fell because Synaptics holders were in line for about 12% of the combined company. October takes that common-stock issuance off the table. Synaptics holders will not receive onsemi shares, will not own that stake, and will not get the board seat. The amended agreement removes the requirement that onsemi appoint a Synaptics director at the close. What onsemi holders give up is cash and borrowing capacity. The release says the purchase will be financed with cash on hand and committed financing. The 8-K says Morgan Stanley Senior Funding, Inc. committed on October 1 to provide up to $2.45 billion of senior secured term loans, to fund a portion of the consideration and to pay fees and expenses. Getting that financing is not a condition to onsemi’s obligation to close. The loan is a portion of the funding, not the whole $5.7 billion. The body of the 8-K does not state the interest rate. The cost of the debt will decide whether the accretion claim survives contact with the income statement. It is not a figure to invent from the summary.
El-Khoury said onsemi now expects immediate accretion to non-GAAP earnings per share, not accretion within 18 months, and more value beyond the $200 million of annual run-rate synergies from June. The extras, he said, would come from revenue synergies and from insourcing a portion of Synaptics’ production, after the first 18 months. Those are expectations, not a reported profit. They are why a buyer can rally while still spending cash.
Dilution does not go to zero. Unvested employee awards still convert into onsemi awards. The 8-K sets that conversion at $123 divided by onsemi’s average volume-weighted price over the five trading days ending three trading days before the close. Awards that are already vested, that vest because of the closing, or that are held by non-employee directors are cancelled for the $123 cash instead. The residual dilution is real and much smaller than issuing 1.350 shares for every Synaptics common share. The employee note also says the current stock purchase plan period is the last under the Synaptics plan.
Paying in stock is the road onsemi just left. AMD agreed to pay $8.2 billion in stock for World Labs, so that dilution lands on AMD holders. onsemi’s June contract was the same kind of instrument. The October contract is not. The buyer’s rally treats cancelling it as worth more, at this price, than the cash and the new loan. That can reverse once models include a real cost of debt.
Six months, two regimes
From April 1 to October 1, Synaptics rose 46.3%, from $72.58 to $106.15, and onsemi rose 28.7%, from $62.20 to $80.08. Those gains survive June only because the April base was much lower. onsemi led into the announcement. One session then repriced the buyer, and Synaptics spent the summer tracking the damaged ratio.
Before June 25 the stocks rose together off the April base, with onsemi the stronger line. The June 26 gap is the stock deal, and after it the paths rhyme, which is what a fixed ratio produces. The premarket move, Synaptics up 14.16% and onsemi up 6.22%, is not on the chart because it is not an official close. Until the October 2 regular session exists, the official record ends at $106.15 and $80.08. Stooq did not return a daily file to an automated request on October 2, so the lines use Nasdaq’s historical closes. Those match the quote pages for Synaptics at 5:15 a.m. Eastern and onsemi at 5:14 a.m. Eastern.
What is being bought
The product language moved less than the price. “This shift towards Physical AI will require Power, Sense, Connected Compute and Control to work together seamlessly,” El-Khoury said in June. The release called those four the pillars of Physical AI and said the combination was meant to expand onsemi’s addressable market by $30 billion, to $243 billion by 2030. That is a June projection, not a measured sales total, and the October release did not repeat it.
What each company says it sells is narrower than the slogan. onsemi describes intelligent power and sensing for electrification, energy efficiency, safety, and automation across automotive, industrial, and AI data-center markets. Synaptics describes artificial intelligence at the edge, through its Astra line of AI-native embedded compute, wireless connectivity, and multimodal sensing. It lists touch, display, and biometrics, plus wireless connectivity, video, vision, audio, speech, and security processing. The June release says Astra combines processors and neural-processing units with Wi-Fi, Bluetooth, and GPS, and an open-source software stack. It names autonomous driving, robotics, and augmented and virtual reality as applications the combination is intended to address. The overlap the sources actually state is onsemi’s power and sensing, and Synaptics’ edge compute, wireless links, human-machine interface, touch, display, and multimodal sensing.
Patel sold that mix as a reason to take stock in June. “The all-stock structure allows our shareholders to participate in the compelling growth and value creation opportunities ahead, and I look forward to working with the onsemi leadership team to help realize the full value of this combination,” he said then. On October 1 he sold cash as certainty instead. In the employee note he wrote, “And while the terms of our agreement have changed, the strategic rationale for bringing Synaptics and onsemi together remains the same.” The note says the companies keep operating as separate firms until the close. El-Khoury said on October 1 that Synaptics complements onsemi’s AI data-center business and brings human-machine interface and sensing products that generate strong and predictable cash flows. Complement is the verb. It is not a claim that the product lines are the same line.
Synaptics is not the data-center chip trade FinanceFeeds has been mapping, including a late-September look at how investors are pricing Nvidia. The June release said onsemi already sells into AI infrastructure and that Synaptics was the piece aimed at the intelligent edge.
What still has to happen
The calendar did not tighten. Both releases still point to a close in mid-2027. What remains is a Synaptics shareholder vote, required regulatory approvals, and other customary conditions. The October release says the U.S. Federal Trade Commission has approved the deal and that regulators in other jurisdictions are still reviewing it. Financing is not a condition. In many cash deals the buyer can walk if the debt marketing fails. Here a failed borrowing is not, by itself, an exit. The balance sheet, not a financing out, stands behind the $123.
Conditions that existed because the price was stock are gone. The 8-K drops effectiveness of the registration statement, Nasdaq listing approval for shares that would have been issued, a continuing material adverse effect on onsemi, and closing tax opinions. The buyer’s material-adverse-effect test mattered when sellers were being paid in onsemi stock. Cash payees do not take that risk in the same way, and onsemi has one less contractual exit if its own business worsens before mid-2027. Some operating covenants for the pendency were removed. The 8-K says the other material terms are substantially those of the June agreement.
The vote is Synaptics’ meeting, not onsemi’s. A preliminary proxy is due within 10 days of the amendment, on or before October 11, 2026. Within 30 days after Synaptics learns the SEC will not review it or has no further comments, Synaptics will hold the vote. No meeting date is in the 8-K. Holders who do not vote in favor, and who properly seek appraisal under Section 262 of the Delaware General Corporation Law, can ask a court to value their shares. The June agreement said appraisal would not be available. That path exists because the price is now cash.
Up to $2.45 billion of secured loans will still be on onsemi after Synaptics holders are paid. The release answers the funding question only with cash on hand plus committed financing. Rate, tenor, and covenants are in the commitment letter filed as Exhibit 10.1, not in the quotes. Borrowing for a strategic bet is already on the tape: FinanceFeeds reported Broadcom’s $42 billion Anthropic loan the same day. Those credits are not comparable. The comparison is only that shareholders are being asked to treat debt as part of the plan.
Stock would have left Synaptics holders inside the combined company. Cash ends that at $123. Leaving the Section 368 structure behind also means a cash sale is a different tax event from a stock reorganization. This is not tax advice. The $1.82 gap between the premarket print and $123 is not a clean yield, and the proxy is the document that has to describe the tax treatment.
The deal can still fail in ordinary ways. Synaptics stockholders can vote no. A regulator outside the United States can stall a mid-2027 close. The U.S. antitrust review, on the companies’ account, is already done. The currency is what changed. Synaptics at $121.18 was still short of $123, and onsemi at $85.0595 was still far below the $118.74 close from June 25. The revision repaired the ratio for the seller. It did not give onsemi holders their June price back.
The next document is the preliminary proxy, then the Synaptics vote. Until mid-2027, the spread to $123, the cost of the Morgan Stanley commitment, and any further word on the unnamed third party are what can move these stocks without a new product. The October 1 closes, $106.15 and $80.08, are the last official marks until the regular session trades. This is not financial advice.
