onsemi recut its Synaptics takeover to $123 a share in cash after a rival approach

onsemi filed a current report on October 1 disclosing an amended and restated agreement and plan of merger with Synaptics, entered that day, replacing the agreement and plan of reorganization the two signed on June 25. Synaptics filed its own report nine minutes later.

Consideration changes from onsemi shares to $123 per share in cash, which the companies put at approximately $5.7 billion in aggregate against approximately $7 billion under the prior agreement. The filing states that the amendment followed Synaptics’ receipt of an unsolicited acquisition proposal from a third party, identified only as Party A in the registration statement onsemi filed on August 21. Both boards approved the revision unanimously.

The structure changed with the currency. The transaction is no longer intended to qualify as a tax-free reorganization, and onsemi said it intends to withdraw the registration statement. Four closing conditions fall away with it: the registration statement becoming effective, approval to list onsemi shares on Nasdaq, the absence of a continuing material adverse effect at onsemi, and the closing tax opinions. The requirement that onsemi appoint a Synaptics director to its board was removed, as were certain covenants governing onsemi’s conduct of its own business.

onsemi also disclosed a commitment letter dated October 1 with Morgan Stanley Senior Funding for up to $2.45 billion of senior secured term loan. Receipt of that financing is not a condition to closing.

The merger agreement filed as an exhibit sets a company termination fee of $235 million and a regulatory termination fee of $320 million. Closing is still expected by mid-2027. The companies said the Federal Trade Commission has approved the transaction and that regulators in other jurisdictions are reviewing it.