onsemi Cuts Its Synaptics Buy to $5.7B — All Cash, No New Shares

Sunday, October 4, 2026 — The onsemi–Synaptics deal just got cheaper and cleaner. The two chipmakers announced an amended merger agreement: onsemi will acquire Synaptics for $123 per share in all cash — approximately $5.7 billion, down from the roughly $7 billion value of the original June agreement.

The revision, announced October 1 via GlobeNewswire, follows an unsolicited competing proposal from a third party that forced both boards back to the table. The new structure eliminates the share-swap component entirely — onsemi will not issue any new shares, removing the dilution shareholders had braced for.

onsemi withdrew its earlier Form S-4 registration statement on October 2, explaining that the cash-only structure eliminated the need to offer shares. The purchase will be funded from existing cash reserves plus an arranged debt facility.

Why all-cash wins

"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," said Hassane El-Khoury, onsemi's president and CEO. "Value certainty" for Synaptics shareholders was the other side of the pitch — $123 in cash beats a volatile stock swap.

Beyond the previously announced $200 million in annual run-rate synergies, El-Khoury said the company has identified incremental value from revenue synergies and insourcing a portion of Synaptics' production, expected to materialize after the first 18 months post-close.

The chip-consolidation wave

The deal is part of a busy stretch for semiconductor M&A: Skyworks just secured regulatory clearances for its Qorvo combination (expected to close ~October 5), and Inseego completed its acquisition of Nokia's fixed wireless access business — a deal expected to roughly double its revenue. The industry is consolidating around scale, and onsemi is buying its way into a stronger power-semiconductor position.

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