Synaptics did not rally because ON Semiconductor raised its offer above the June price. The October 2 tape says the opposite. On October 1, 2026, onsemi and Synaptics amended their June 25 merger into an all-cash purchase at $123 a share, about $5.7 billion, set against an all-stock agreement they had put at about $7 billion. The June contract was a fixed exchange of 1.350 ON shares per Synaptics share, and the June 25 Form 8-K describes no collar, so the dollar value moved with ON Semiconductor stock. Nasdaq closes pulled on October 3 price that ratio at $160.30 on June 25 and at $108.11 on October 1, after the buyer had fallen 32.56% from the pre-deal close. Cash at $123 is 13.78% above that live stock bid. In the October 2 regular session, Synaptics rose 14.08% to $121.10 and ON Semiconductor rose 6.01% to $84.89. The headline got smaller. The bid that was actually trading got larger.
Having tracked the fixed ratio from the June 25 close, the cash price only makes sense beside that mark-to-market. On June 26, the first full session after a call the companies set for 5:00 p.m. Eastern, ON Semiconductor fell 23.66% to $90.65. The ratio was then worth $122.38, about $0.62 under the cash price announced in October, and Synaptics closed at $121.00. By October 1 the implied stock consideration was $108.11, and Synaptics itself closed at $106.15, $1.96 under the ratio. The rewrite is a cut of about $1.3 billion on the companies’ rounded headlines and a raise against the bid on the screen. The labels are not identical. The June 25 release called about $7 billion a total enterprise value. The October 1 release called about $5.7 billion the aggregate value of the $123 cash price, and compared the two directly. The competing proposal is, in that release, only “an unsolicited competing proposal received from a third party.” The bidder is not named.
Key facts
- ON Semiconductor will buy Synaptics for $123 a share in cash, about $5.7 billion, versus about $7 billion before — joint release, October 1, 2026.
- The June 25 deal was a fixed 1.350 share exchange, called a total enterprise value of about $7 billion and an about 19% premium to the prior 10 days’ volume-weighted average closing prices — June 25, 2026 release.
- Synaptics rose 14.08% on October 2, from $106.15 to $121.10. ON Semiconductor rose 6.01%, from $80.08 to $84.89 — Nasdaq daily closes, pulled October 3, 2026.
- Morgan Stanley Senior Funding, Inc. committed up to $2.45 billion of senior secured term loans. Financing is not a closing condition — Form 8-K, October 1, 2026.
- The Federal Trade Commission has approved the deal. Other jurisdictions are still reviewing it. Closing is still expected by mid-2027 — October 1 release.
- June set a $235 million Synaptics termination fee and a $320 million onsemi regulatory termination fee. The October 1 8-K does not list either fee as amended — June 25 Form 8-K.
- onsemi held $3,514.5 million of cash and $350.0 million of short-term investments on July 3, 2026 — Form 10-Q, filed August 3, 2026. Synaptics held $442.5 million of cash at fiscal year-end 2026 — Form 10-K, filed August 10, 2026.
What actually changed in the Synaptics contract
The buyer is still ON Semiconductor, the Scottsdale power-and-sensing member of the S&P 500, and the target is still Synaptics, the San Jose edge-AI and interface company. Only the currency changed. Under the June 25 agreement each Synaptics share was to become 1.350 shares of onsemi common stock, with cash only for fractions, and Synaptics equityholders were expected to own about 12% of the combined company. One Synaptics director was to join the onsemi board. The October 1 amendment pays $123 in cash, without interest, and the October 1 Form 8-K says onsemi intends to withdraw the stock registration statement.
Nothing in the June merger-consideration section floors that exchange if the buyer’s stock falls. Set against the June 25 Synaptics close of $125.62, the $160.30 ratio was a 27.61% premium. The companies’ own “about 19%” used a different base, the prior 10 trading days’ volume-weighted average closing prices, in the June 25 release. Those percentages are not substitutes. The dollar products use the 1.350 ratio in the June 25 Form 8-K and Nasdaq closes pulled October 3.
The legal wrapper moved with the cash. The merger is no longer a Section 368 reorganization, and the October 1 Form 8-K drops conditions for a registration statement, a new-share listing, an onsemi material-adverse-effect closing test, and tax opinions. Holders who do not vote in favor, and who perfect appraisal, now have Delaware Section 262 rights the June 8-K had ruled out. The Synaptics board seat was removed. Unvested employee awards convert at $123 divided by onsemi’s five-session average VWAP, ending three trading days before closing, not at 1.350. Vested, closing-vested, and director awards pay $123 in cash.
June’s strategic case stayed. The June 25 release said Synaptics would extend onsemi toward edge compute and estimated a $30 billion lift in addressable market, to $243 billion by 2030. That is the company’s figure, not an outside census. The earnings clock changed: June guided to non-GAAP EPS accretion within 18 months and about $200 million of annual synergies, while October guides to immediate non-GAAP accretion, with further revenue synergies and some insourcing only after 18 months. FinanceFeeds’ pre-open note used extended-hours readings. This note uses the regular session.
Hassane El-Khoury, president and CEO of onsemi, said in the October 1 release: “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. 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.”
What onsemi and Synaptics actually said
The June 25 release said both boards approved that stock agreement unanimously. On October 1, after advice, the Synaptics board unanimously said the amended deal “continues to be in the best interests of Synaptics and its shareholders.” The release calls the trigger “an unsolicited competing proposal received from a third party,” and the October 1 Form 8-K gives no price and does not say the proposal is still open. Synaptics’ October 2 range was $119.91 to $121.98, on Nasdaq history pulled October 3, and it never printed $123.
In that October 1 release El-Khoury also said Synaptics “complements growth in our AI data center business” and brings “highly profitable human-machine interface, and sensing products businesses that generate strong and predictable cash flows.” He did not repeat June’s pledge to maintain the capital-return policy while the deal is pending. Cash uses money a stock deal does not. The proxy has to say whether the buyback survives.
Rahul Patel, Synaptics’ president and CEO, reversed the line he used in June. On June 25 he said, “The all-stock structure allows our shareholders to participate in the compelling growth and value creation opportunities ahead.” On October 1 he said, “Our Board has been singularly focused on delivering the best outcome for our shareholders, and today’s amended agreement reflects that commitment. 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 the mark, not the June headline. At the October 1 close that mark was $108.11. Holders who wanted the upside he described in June are being cashed out above the ratio they actually held.
The October 1 8-K gives Synaptics 10 days to file a preliminary proxy, a window through October 11, 2026, and 30 days after SEC clearance or a no-review notice to hold the meeting. Other material terms, it says, stay substantially as agreed on June 25. It lists no new go-shop and no new fee. June’s advisors, not restated now, were Morgan Stanley and J.P. Morgan for onsemi, with Skadden as counsel, and Qatalyst and Baker McKenzie for Synaptics. The loan below is a different Morgan Stanley entity.
How the stocks repriced a lower headline
The regular session is the print for a risk system. Synaptics closed October 1 at $106.15 and October 2 at $121.10, up 14.08%, on 7,668,306 shares versus 1,009,988 the day before, about 7.6 times. It opened at $121.70, a 14.65% gap, made a high of $121.98 and a low of $119.91, and finished $1.90 under the bid, which is 1.57% from that close up to $123. ON Semiconductor closed at $84.89, up 6.01% from $80.08, on 22,908,330 shares versus 10,940,810, in a range of $82.96 to $86.45. Source: Nasdaq daily history for SYNA and for ON, pulled October 3, 2026. FinanceFeeds’ same-day note on AI optics covered a separate complex moving on that tape.
SOXX, the iShares Semiconductor ETF, rose 2.18%, from $576.33 to $588.90, on Nasdaq closes pulled October 3. ON Semiconductor beat the ETF by 3.83 percentage points, and Synaptics’ 14.08% was several times the sector move. Memory is a different tape. FinanceFeeds’ note on the Kioxia and SK hynix NAND dispute is a supply story, not a read-through to this spread.
Closes in the table are Nasdaq prints. The middle column is 1.350 times the ON Semiconductor close, calculated by FinanceFeeds from the June ratio. After October 1 that column is legacy value, not the bid.
| Session | ON close | 1.350 × ON | SYNA close |
|---|---|---|---|
| June 25, 2026, before the 5:00 p.m. Eastern call | $118.74 | $160.30 | $125.62 |
| June 26, 2026, first full session of the stock deal | $90.65 | $122.38 | $121.00 |
| October 1, 2026, last close before the cash session | $80.08 | $108.11 | $106.15 |
| October 2, 2026, cash terms trading | $84.89 | $114.60 | $121.10 |
$123 is 13.78% above the $108.11 the old ratio was worth on October 1. That gap rounds to 13.8%, and it is not the share-price move. The move is $106.15 to $121.10, or 14.08%. Against Synaptics’ own October 1 close, $123 is a 15.87% premium, because the shares sat $1.96 under the ratio. On June 26 the ratio was already worth $122.38 and Synaptics closed at $121.00. The October 2 close of $121.10 is ten cents away, and $123 is sixty-two cents above that first-day stock value. The low ON Semiconductor close in this Nasdaq series was $66.60 on September 16.
Where the cash deal can still break
U.S. antitrust has moved, and it is not the whole file. The October 1 release says the Federal Trade Commission has approved the transaction and that regulators in other jurisdictions are still reviewing it. Closing still needs the Synaptics vote and customary conditions, on the companies’ “by mid-2027” timing. A $1.90 gross, 1.57% from the $121.10 close to $123, does not reserve much for an FTC fight or for a higher public bid. What it leaves is time, foreign review, the vote, and funding.
Break fees were set in June and were not listed as changed. The June 25 Form 8-K requires Synaptics to pay a $235 million termination fee in specified cases, including a jump to a superior proposal or an onsemi termination after the board changes its recommendation. It requires onsemi to pay a $320 million regulatory termination fee in specified cases, including certain antitrust or foreign-investment injunctions, or missed approvals by the end date. The October 1 8-K says undescribed terms stay substantially the same. A $235 million fee is about 4.1% of the companies’ about $5.7 billion headline. That percentage is FinanceFeeds arithmetic, not a ratio they published.
The October 1 release says funding is cash on hand plus committed Morgan Stanley debt, and that financing is not a closing condition. The 8-K names Morgan Stanley Senior Funding, Inc., in a letter dated October 1, 2026, for up to $2.45 billion of senior secured term loans. That is a cap, not a draw, and not the June advisory entity. The July 3, 2026 balance sheet, in the Form 10-Q filed August 3, showed $3,514.5 million of cash, up from $2,147.6 million at December 31, 2025, plus $350.0 million of short-term investments. Synaptics’ cash was $442.5 million at June 27, 2026, per its Form 10-K filed August 10. July cash is not closing cash. Beside a $5.7 billion check, it shows why the target got no financing out.
Immediate non-GAAP accretion now sits beside interest the stock deal did not pay. June’s clock was 18 months, with about 12% dilution and no purchase loan. October states no rate on the commitment and does not say the EPS line is after interest, so the bridge waits on the proxy. FinanceFeeds’ October 1 note on Broadcom’s Anthropic financing is a different loan, for customer compute rather than this takeover, and the question has the same shape.
The amended agreement says the merger is no longer a Section 368 reorganization, so the cash is generally taxed when paid. That describes the contract. Dissenters who do not vote in favor can seek a Delaware 262 appraisal the June stock deal withheld. The board says the amended terms are still the better outcome. A 1.57% gross spread says the market is not pricing a higher bid it expects to win. The filings do not reconcile the two.
What happens between the proxy and mid-2027
A preliminary proxy is due within 10 days of October 1, a window through October 11, 2026, and the meeting within 30 days after the SEC finishes or declines review. The bid no longer falls when ON Semiconductor stock falls. Holders instead give up the upside Patel described, take cash that is generally taxable, and accept that an unnamed proposal lost. A proxy that stops at “third party” makes a Delaware appraisal look cheap next to a 1.57% gross spread.
From the October 2 close of $121.10 to $123 is $1.90, and the companies still time the close to mid-2027, with foreign reviews open. That gross is thin for the calendar. A published second bid, or a foreign delay, should widen it. A clean proxy can leave the residue as time and funding. Financing remains an obligation even though it is not a condition. The October 2 high of $121.98 never traded through the cash price.
Friday’s 6.01% gain in ON Semiconductor did not repair the June 26 drop of 23.66%. The close was $84.89, against $118.74 before that drop and a September 16 close of $66.60. Cash removes the roughly 12% issuance and adds up to $2.45 billion of secured term debt against $3,514.5 million of cash on the July 3 balance sheet. The proxy’s interest rate and any buyback update decide whether $84.89 was a start. The October 1 documents set no price target, and this note does not add one.
FAQ
What is ON Semiconductor offering Synaptics shareholders?
ON Semiconductor is offering $123 in cash per Synaptics share, without interest, under an amended merger agreement dated October 1, 2026. The companies put the aggregate at about $5.7 billion, compared with about $7 billion for the June 25 all-stock deal. Closing is still expected by mid-2027, subject to a Synaptics shareholder vote, remaining regulatory approvals, and other customary conditions.
How was the June stock deal structured?
Each Synaptics share was to become a fixed 1.350 shares of ON Semiconductor. The June 25 Form 8-K describes no collar. The companies called the deal a total enterprise value of about $7 billion and an about 19% premium to the prior 10 days’ volume-weighted average closes. Synaptics equityholders were expected to own about 12%. One Synaptics director was to join the onsemi board. The cash amendment removes that seat.
Why did Synaptics rise 14.08% if the headline price fell?
The headline fell against June. The live bid did not. At the October 1 Nasdaq close, 1.350 times ON Semiconductor’s $80.08 was $108.11. Cash at $123 is 13.78% above that mark. Synaptics then rose from $106.15 to $121.10 on October 2, which is 14.08%. A 13.8% figure is the cash premium to the old ratio, rounded. It is not the regular-session move.
Who made the competing bid for Synaptics?
The companies have not said. The October 1 release says the amendment followed review of an unsolicited competing proposal from a third party. The Form 8-K does not name the bidder or the price. The Synaptics board unanimously stayed with onsemi. On October 2 the shares traded up to $121.98 and did not print the $123 cash price.
Is financing a condition to closing the $123 deal?
No. The October 1 release says onsemi will use cash on hand and committed debt, and that financing is not a closing condition. Morgan Stanley Senior Funding, Inc. committed up to $2.45 billion of senior secured term loans in a letter dated October 1, 2026. onsemi’s July 3 balance sheet showed $3,514.5 million of cash. That balance is three months old and is not the closing fund.
What approvals remain before a mid-2027 close?
The Federal Trade Commission has approved the deal, and other jurisdictions are still reviewing it, the October 1 release says. Synaptics shareholders still must vote. A preliminary proxy is due within 10 days of October 1. The merger is no longer a Section 368 reorganization, so cash is generally taxed at closing, and dissenters now have Delaware appraisal rights the stock deal did not give them.