Synaptics (NASDAQ:SYNA) shares rose 13.8% in pre-market trading after ON Semiconductor (NASDAQ:ON) and Synaptics amended their merger agreement to convert the proposed transaction from an all-stock deal to an all-cash acquisition.
Under the revised agreement announced on October 1, ON Semiconductor will acquire Synaptics for $123 per share in cash, valuing the company at approximately $5.7 billion. Synaptics shares traded at $120.76 before the market opened, compared with a previous close of $106.15.
The companies originally entered into an all-stock merger agreement on June 25. The terms were subsequently reconsidered after Synaptics received an unsolicited, non-binding proposal from an unnamed strategic party on September 2.
Following the competing proposal, the boards of ON Semiconductor and Synaptics renegotiated the structure and consideration of their existing transaction.
ON Semiconductor Secures $2.45 Billion of Financing
ON Semiconductor has secured approximately $2.45 billion of fully committed debt financing from Morgan Stanley in connection with the revised transaction.
The amended merger agreement does not include a financing-related condition to closing.
Synaptics’ board unanimously determined that the revised all-cash transaction remains in the best interests of shareholders.
“By transitioning to an all-cash structure, we are providing value certainty at a meaningful premium as compared to current value,” Synaptics Chief Executive Rahul Patel said.
The transaction has received U.S. antitrust clearance and is expected to close by mid-2027, subject to Synaptics shareholder approval and remaining regulatory approvals.
U.S. Markets Rise Ahead of Employment Data
The wider U.S. equity market also moved higher, with the S&P 500 up 0.4%, the Dow Jones gaining 0.5% and the Nasdaq advancing 0.8%, according to the supplied information.
Investors were also awaiting September’s U.S. nonfarm payrolls report, while Treasury yields declined as expectations for an October Federal Reserve interest-rate increase moderated.
For Synaptics, the revised $123-per-share cash consideration represents a premium to the stock’s previous closing price of $106.15. The transaction remains subject to the outstanding shareholder and regulatory conditions.
Synaptics stock price
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