onsemi wouldn't consider meaningful cash for Synaptics in May. Its new deal is all cash
onsemi will pay $123 a share in cash for Synaptics, the companies said Oct. 1, after a rival's proposal. onsemi's own filings show that rival had bid in the spring, and that Synaptics asked it for $120.
KeyVex News··6 min readFact-checked against 10 public recordsThe short version
- The rival, which the filings call "Party A," made non-binding bids of $95 and then $102.50 a share in March and April, partly in its own stock.
- onsemi's June stock offer was worth $160.30 a Synaptics share when signed. As onsemi's stock fell, it was last worth more than $123 on July 22.
- onsemi's chief executive cites a lower total cost. Synaptics' cites "value certainty," which Synaptics had sought from Party A in March, the S-4 says.
- As of Oct. 2, no filing names Party A or gives its September terms. Next, Synaptics must file a preliminary proxy within 10 days of Oct. 1, then hold a holder vote.
On May 27, onsemi's chief executive told Synaptics that onsemi's board was not willing to consider a deal with a meaningful cash component. That is according to onsemi's S-4, its registration statement for the shares it planned to issue in the deal.S-4 On Oct. 1, after the market closed, the two companies said onsemi will pay $123 a share, all in cash.8-KRelease
The change followed an unsolicited proposal that Synaptics' board, for a time, judged superior to onsemi's deal. Synaptics' 8-K says it came from the bidder onsemi's S-4 calls "Party A."8-K The companies put the new deal at about $5.7 billion, against about $7 billion in June.Release
The companies compare the two totals directly, though June's $7 billion was an enterprise value and October's $5.7 billion an aggregate value.ReleaseRelease Per share, the comparison depends on the day. At signing, onsemi's stock offer was worth $160.30 a Synaptics share on paper. It was last worth more than $123 on July 22, and $108.11 on Oct. 1.Chart data In April, Synaptics had told Party A it would consider a headline price of $120 a share, mixing cash and stock but with more of it in cash.S-4 The filings do not say what Party A proposed in September.8-K
What Party A had offered
The S-4, filed Aug. 21, tells how Synaptics came to be sold. Party A is a company with its own listed stock, which the filing calls a strategic bidder. Its chief executive first raised a takeover with Synaptics' chief executive, Rahul Patel, on Feb. 12.S-4
Party A proposed $95 a share on March 13, 35% in cash and the rest in its stock. On April 1 it raised that to $102.50, with 45% in cash.S-4
On April 20, Synaptics countered at $120 a share, with more of it in cash.S-4 Between March 13 and May 27, Synaptics' stock nearly doubled, from $73.87 to $141.64.Chart data Party A's advisers raised concern about that rise, the filing says, and it records no answer to the $120 counter before onsemi signed.S-4
View the data
| Price per Synaptics share | Per share | Note |
|---|---|---|
| Party A, March 13 (35% cash, 65% stock) | $95 | Non-binding letter, per onsemi's S-4 |
| Party A, April 1 (45% cash, 55% stock) | $102.50 | Non-binding letter, per onsemi's S-4 |
| Synaptics' counter, April 20 (With more of it in cash) | $120 | Headline price the special committee set |
| onsemi stock offer, June 25 (At that day's onsemi close) | $160.30 | 1.350 x $118.74 = $160.30 |
| The same offer, Oct. 1 (At that day's onsemi close) | $108.11 | 1.350 x $80.08 = $108.11 |
| onsemi cash, Oct. 1 (Amended agreement) | $123 | $123 per share in cash, without interest |
Party A's March and April proposals were non-binding and partly in its own stock. Its September proposal was also non-binding, and its terms are not public.S-4 Stock-offer values are 1.350 times onsemi's as-traded close.Chart data
How the stock offer shrank
onsemi's first proposal, on May 27, was 1.340 of its shares for each Synaptics share. It moved to 1.350 on June 1 and called that its best offer.S-4 The deal was signed June 25 and announced after the close.8-K8-K
A fixed share ratio means the offer's value rides on the buyer's stock. At onsemi's June 25 close, $118.74, the offer was worth $160.30 a share. The next day onsemi closed down 23.7%, at $90.65.Chart data TD Cowen cut both stocks to hold that day, saying the deal "adds complexity to an already complicated model," Asianet Newsable reported, citing TheFly. Evercore ISI kept its outperform rating on onsemi, the same report said.Asianet
On Sept. 2, the day Party A came back, the offer was worth $97.66. By Oct. 1, onsemi had fallen 32.6% from its June 25 close, to $80.08.Chart data
View the data
| Close of | The stock offer (1.350 onsemi shares) | The new cash price | Synaptics' close |
|---|---|---|---|
| Oct. 1 | $108.11 | $123.00 | $106.15 |
| Sept. 30 | $103.77 | $123.00 | $101.39 |
| Sept. 29 | $102.53 | $123.00 | $100.79 |
| Sept. 28 | $102.13 | $123.00 | $100.36 |
| Sept. 25 | $104.22 | $123.00 | $102.72 |
| Sept. 24 | $98.75 | $123.00 | $96.82 |
| Sept. 23 | $100.04 | $123.00 | $98.10 |
| Sept. 22 | $99.36 | $123.00 | $97.64 |
| Sept. 21 | $96.82 | $123.00 | $95.36 |
| Sept. 18 | $94.47 | $123.00 | $93.11 |
| Sept. 17 | $92.21 | $123.00 | $91.12 |
| Sept. 16 | $89.91 | $123.00 | $89.24 |
| Sept. 15 | $98.82 | $123.00 | $97.32 |
| Sept. 14 | $96.73 | $123.00 | $95.06 |
| Sept. 11 | $102.79 | $123.00 | $101.03 |
| Sept. 10 | $94.73 | $123.00 | $93.47 |
| Sept. 9 | $95.82 | $123.00 | $93.93 |
| Sept. 8 | $95.96 | $123.00 | $94.72 |
| Sept. 4 | $100.41 | $123.00 | $98.99 |
| Sept. 3 | $99.43 | $123.00 | $97.68 |
| Sept. 2 | $97.66 | $123.00 | $95.99 |
| Sept. 1 | $98.08 | $123.00 | $95.17 |
| Aug. 31 | $100.02 | $123.00 | $96.72 |
| Aug. 28 | $98.02 | $123.00 | $95.08 |
| Aug. 27 | $100.98 | $123.00 | $97.59 |
| Aug. 26 | $98.85 | $123.00 | $95.70 |
| Aug. 25 | $97.89 | $123.00 | $94.87 |
| Aug. 24 | $97.11 | $123.00 | $93.68 |
| Aug. 21 | $100.18 | $123.00 | $97.66 |
| Aug. 20 | $100.86 | $123.00 | $98.00 |
| Aug. 19 | $103.38 | $123.00 | $100.98 |
| Aug. 18 | $107.22 | $123.00 | $104.83 |
| Aug. 17 | $112.56 | $123.00 | $110.58 |
| Aug. 14 | $111.59 | $123.00 | $108.63 |
| Aug. 13 | $110.11 | $123.00 | $107.31 |
| Aug. 12 | $112.48 | $123.00 | $110.04 |
| Aug. 11 | $109.50 | $123.00 | $106.92 |
| Aug. 10 | $107.70 | $123.00 | $104.71 |
| Aug. 7 | $109.58 | $123.00 | $106.19 |
| Aug. 6 | $105.75 | $123.00 | $102.10 |
| Aug. 5 | $103.83 | $123.00 | $100.12 |
| Aug. 4 | $109.05 | $123.00 | $106.56 |
| Aug. 3 | $108.54 | $123.00 | $105.72 |
| July 31 | $110.17 | $123.00 | $107.32 |
| July 30 | $113.05 | $123.00 | $108.85 |
| July 29 | $106.46 | $123.00 | $103.64 |
| July 28 | $113.93 | $123.00 | $110.87 |
| July 27 | $120.20 | $123.00 | $116.42 |
| July 24 | $117.19 | $123.00 | $113.00 |
| July 23 | $121.68 | $123.00 | $117.60 |
| July 22 | $124.65 | $123.00 | $120.62 |
| July 21 | $122.93 | $123.00 | $119.32 |
| July 20 | $117.05 | $123.00 | $113.60 |
| July 17 | $117.95 | $123.00 | $114.05 |
| July 16 | $118.96 | $123.00 | $115.55 |
| July 15 | $124.93 | $123.00 | $121.59 |
| July 14 | $126.54 | $123.00 | $122.84 |
| July 13 | $122.00 | $123.00 | $119.15 |
| July 10 | $129.55 | $123.00 | $126.76 |
| July 9 | $132.12 | $123.00 | $129.50 |
| July 8 | $126.62 | $123.00 | $123.37 |
| July 7 | $122.99 | $123.00 | $119.37 |
| July 6 | $127.83 | $123.00 | $124.21 |
| July 2 | $123.15 | $123.00 | $119.52 |
| July 1 | $127.75 | $123.00 | $126.68 |
| June 30 | $127.63 | $123.00 | $124.23 |
| June 29 | $119.57 | $123.00 | $117.38 |
| June 26 | $122.38 | $123.00 | $121.00 |
| June 25 | $160.30 | $123.00 | $125.62 |
The stock offer is 1.350 times onsemi's as-traded close. It ignores the deal's timing and the chance it fails, which a market price also weighs. Source: Tiingo end-of-day closes, as traded, via KeyVex; terms from the merger agreements.8-K8-K
What happened when Party A came back
Party A's Sept. 2 proposal was unsolicited and non-binding. After talks, Synaptics' board judged a revised version of it a "Superior Proposal" under the merger agreement, Synaptics' 8-K says.8-K
The merger agreement let onsemi propose new terms before Synaptics could act on a competing proposal, the S-4 says.S-4 After further talks, the board found Party A's proposal no longer superior in light of onsemi's new terms, and approved the cash deal unanimously.8-K
Leaving for a superior offer would have cost Synaptics a $235 million fee to onsemi. The amended agreement keeps that fee, and the $320 million onsemi could owe if required regulatory approvals fail.Agreement8-K
What each side says it got
a more financially attractive transaction for our shareholders
El-Khoury said the cash deal costs onsemi less in total and should add to its adjusted earnings per share from the day it closes. The June deal had been expected to do that within 18 months of closing.ReleaseRelease
Patel said the cash gives holders "value certainty at a meaningful premium as compared to current value."Release In March, Patel had told Party A that Synaptics would expect more cash "to provide Synaptics stockholders with greater value certainty," the S-4 says.S-4
$123 is 15.9% above Synaptics' Oct. 1 close of $106.15, and $37.30 below what the stock offer was worth on June 25.Chart data
onsemi will pay from cash on hand and up to $2.45 billion of term loans committed by Morgan Stanley, and the deal has no financing condition.8-K On Oct. 2, onsemi asked the SEC to withdraw its S-4, saying it no longer plans to issue shares for the deal.RW
The cash deal still needs a Synaptics holder vote and approvals outside the U.S. The Federal Trade Commission has approved it, the companies said, and they expect it to close by mid-2027.Release8-K Neither company had named Party A, or said what it offered in September, in any filing as of Oct. 2.8-K
Key dates
- Party A's chief executive first raises an acquisition with Synaptics.S-4
- Party A proposes $95 a share, 35% in cash.S-4
- Party A raises to $102.50, 45% in cash.S-4
- Synaptics counters at $120, with more in cash.S-4
- onsemi proposes 1.340 of its shares; its board will not consider meaningful cash.S-4
- The all-stock deal is signed at 1.350 onsemi shares.8-K
- onsemi closes down 23.7%, at $90.65.Chart data
- onsemi files its S-4 for the shares.S-4
- Party A sends an unsolicited proposal.8-K
- The deal is amended to $123 a share in cash.8-K
- onsemi asks to withdraw the S-4.RW
The paper trail
Key filings in the deal, June 25 to Oct. 2, 2026, with the time EDGAR accepted each one. The companies also filed deal communications (Forms 425 and DEFA14A) not listed here.
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| June 25, 4:55 p.m. | 8-K | onsemi | The all-stock merger agreement: 1.350 onsemi shares per Synaptics share; fees of $235 million and $320 million. |
| June 25, 5:19 p.m. | 8-K | Synaptics | The same agreement, from Synaptics' side. |
| Aug. 21, 9:53 a.m. | S-4 | onsemi | Registration of the shares, with the Background of the Merger: Party A's $95 and $102.50 proposals and Synaptics' $120 counter. |
| Aug. 13, 6:01 a.m. | 8-K | onsemi | The FTC granted early termination of the antitrust waiting period on Aug. 12. |
| Oct. 1, 5:10 p.m. | 8-K | onsemi | Amended agreement at $123 in cash, with no financing condition; Morgan Stanley's commitment for up to $2.45 billion of term loans. |
| Oct. 1, 5:19 p.m. | 8-K | Synaptics | Party A's Sept. 2 proposal, judged superior and then, after the amendment, no longer superior. |
| Oct. 2, 6:01 a.m. | RW | onsemi | Request to withdraw the S-4: onsemi no longer plans to issue shares for the deal. |
What to watch
Synaptics must file a preliminary proxy statement within 10 days of Oct. 1, then hold its holder meeting within 30 days of clearing SEC review.
When the companies expect the deal to close, subject to the vote and approvals outside the U.S.
The agreement's end date, extended automatically by three months, up to three times, if only regulatory approvals are outstanding.
Sources
Public records
- ON Semiconductor Corp., Form 8-K: Amended and Restated Agreement and Plan of Merger; Morgan Stanley commitment letterSEC EDGAR · Oct. 1, 2026
- Amended and Restated Agreement and Plan of Merger among ON Semiconductor, Sonic Acquisition Corp. and Synaptics (Exhibit 2.1)SEC EDGAR · Oct. 1, 2026
- Synaptics Inc., Form 8-K: amended merger agreement and Party A's proposalSEC EDGAR · Oct. 1, 2026
- "onsemi and Synaptics Announce Revised Merger Agreement" (Exhibit 99.1)SEC EDGAR · Oct. 1, 2026
- ON Semiconductor Corp., Form RW: request to withdraw the Form S-4 (File No. 333-298477)SEC EDGAR · Oct. 2, 2026
- ON Semiconductor Corp., Form S-4 registration statement and proxy statement/prospectus, "Background of the Merger"SEC EDGAR · Aug. 21, 2026
- ON Semiconductor Corp., Form 8-K: FTC early termination of the HSR waiting periodSEC EDGAR · Aug. 13, 2026
- ON Semiconductor Corp., Form 8-K: Agreement and Plan of Reorganization with SynapticsSEC EDGAR · June 25, 2026
- onsemi press release on the Synaptics agreement (Exhibit 99.1)SEC EDGAR · June 25, 2026
- Synaptics Inc., Form 8-K: Agreement and Plan of Reorganization with onsemiSEC EDGAR · June 25, 2026
Reporting
- "ON Stock On Track For Biggest One-Day Fall In 10 Months" (TD Cowen downgrade)Asianet Newsable · June 26, 2026
Data
- End-of-day prices for SYNA and ON, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 1, 2026
- The chart's Filings layer: KeyVex's insider trade, Form 144 and 8-K records for SYNAKeyVex · through Oct. 1, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends. Daily moves are close to close. Every Synaptics close in the chart's Story range is in its data table. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded, rebased to Synaptics' close at the start of the range shown. The Filings switch shows the filing markers from KeyVex's Synaptics stock page, a selection of insider sales, Form 144 notices and 8-Ks. It is not every filing, and not only those tied to this story.
- The stock offer's value on a day is the June agreement's fixed exchange ratio, 1.350 onsemi shares, times onsemi's close that day. It is a paper value: it does not account for when the deal would close or the chance that it would not, which Synaptics' market price also reflects. The data table under the line chart has every day from June 25 to Oct. 1.
- Party A's proposals and Synaptics' $120 counter are as described in the Background of the Merger in onsemi's Form S-4, which onsemi has asked to withdraw. Party A's March and April proposals were non-binding and partly in its own stock. Its September proposal was also non-binding, and its terms are not public.
- The $5.7 billion and $7 billion totals are the companies' figures. The June release called $7 billion a total enterprise value; the October release calls $5.7 billion an aggregate value. We do not recompute either.






