onsemi will pay $123 a share for Synaptics after a rival bid

Summary

A rival bidder pushed onsemi to swap its sliding stock offer for $123 in cash. [C2][C2] Form 8-K, Item 1.01The A&R Merger Agreement was ultimately executed following negotiations arising from the Company receiving an unsolicited, non-binding proposal on September 2, 2026 from a strategic party, referred to asSynaptics Form 8-K on the amended and restated merger agreement with onsemi, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_8k.htm [C1][C1] Merger agreement, Section 1.5shall be converted into the right to receive $123.00 per share in cash, without interestAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm That is about 19% more than the stock deal was worth at the end of September, but the board turned away a bid it had briefly called superior. [C63][C63] Form 10-K, Note on the mergershall be converted into the right to receive 1.350 validly issued, fully paid and non-assessable shares of onsemi common stockSynaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C91][C91] IEX closing pricesON closed at $76.855 on September 30, 2026 (IEX)IEX closing prices for SYNA and ON, September 15 and September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C4][C4] Form 8-K, Item 1.01the proposal from the strategic party, as revised by the strategic party since its initial September 2 unsolicited proposal, no longer constituted a Superior Proposal, and the Company Board unanimously approved the A&R Merger AgreementSynaptics Form 8-K on the amended and restated merger agreement with onsemi, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_8k.htm Holders now get a fixed price, and onsemi pays about $5.7 billion instead of the roughly $7 billion it agreed to in June. [C30][C30] Letter to employees, FAQSynaptics shareholders will receive $123 in cash for each share of Synaptics common stock held at closing as opposed to shares in onsemi stock.Synaptics chief executive's letter to employees on the amended deal, Exhibit 99.2 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex99-2.htm [C10][C10] Joint press releaseonsemi will acquire Synaptics for $123 per share in cash for an aggregate value of approximately $5.7 billion as compared to approximately $7 billion for the prior agreement.Joint onsemi and Synaptics press release on the revised merger agreement, Exhibit 99.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex99-1.htm A shareholder vote comes first, and the deal is expected to close by mid-2027. [C5][C5] Form 8-K, closing conditionsthe adoption of the A&R Merger Agreement by the affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote thereonSynaptics Form 8-K on the amended and restated merger agreement with onsemi, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_8k.htm [C13][C13] Joint press releaseThe transaction is still expected to close by mid-2027, subject to approval by Synaptics shareholders, the receipt of required regulatory approvals and other customary closing conditions. The transaction has been approved by the United States Federal Trade Commission, and regulators in other jurisdictions are reviewing the transaction.Joint onsemi and Synaptics press release on the revised merger agreement, Exhibit 99.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex99-1.htm

A chipmaker that sold itself for stock

What the cash price gives, and what it gives up

On September 2 another company made a bid nobody asked for. After talks, the board judged its new offer superior. That gave onsemi the right to respond. [C2][C2] Form 8-K, Item 1.01The A&R Merger Agreement was ultimately executed following negotiations arising from the Company receiving an unsolicited, non-binding proposal on September 2, 2026 from a strategic party, referred to asSynaptics Form 8-K on the amended and restated merger agreement with onsemi, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_8k.htm [C3][C3] Form 8-K, Item 1.01that the proposal, as revised by the strategic party following engagement with the Company, constituted aSynaptics Form 8-K on the amended and restated merger agreement with onsemi, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_8k.htm onsemi offered $123 in cash. The board then decided the rival's offer was no longer superior and voted unanimously for the new deal. [C1][C1] Merger agreement, Section 1.5shall be converted into the right to receive $123.00 per share in cash, without interestAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm [C4][C4] Form 8-K, Item 1.01the proposal from the strategic party, as revised by the strategic party since its initial September 2 unsolicited proposal, no longer constituted a Superior Proposal, and the Company Board unanimously approved the A&R Merger AgreementSynaptics Form 8-K on the amended and restated merger agreement with onsemi, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_8k.htm

Synaptics had closed at $95.08 on August 28. By September 30 it was $101.40, while onsemi's $76.855 close made the old stock offer worth about $104. [C83][C83] Proxy statement, equity plan proposalBased on the closing price of our common stock on Nasdaq on August 28, 2026, of $95.08 per shareSynaptics proxy statement for its October 27, 2026 annual meetingOpen exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000075/syna-20260915.htm [C90][C90] IEX closing pricesSYNA closed at $101.40 on September 30, 2026 (IEX)IEX closing prices for SYNA and ON, September 15 and September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C91][C91] IEX closing pricesON closed at $76.855 on September 30, 2026 (IEX)IEX closing prices for SYNA and ON, September 15 and September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C63][C63] Form 10-K, Note on the mergershall be converted into the right to receive 1.350 validly issued, fully paid and non-assessable shares of onsemi common stockSynaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm So $123 is about 19% more than the stock deal and about 21% above Synaptics' own close. The chief executive calls it a meaningful premium. [C1][C1] Merger agreement, Section 1.5shall be converted into the right to receive $123.00 per share in cash, without interestAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm [C91][C91] IEX closing pricesON closed at $76.855 on September 30, 2026 (IEX)IEX closing prices for SYNA and ON, September 15 and September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C63][C63] Form 10-K, Note on the mergershall be converted into the right to receive 1.350 validly issued, fully paid and non-assessable shares of onsemi common stockSynaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C90][C90] IEX closing pricesSYNA closed at $101.40 on September 30, 2026 (IEX)IEX closing prices for SYNA and ON, September 15 and September 30, 2026Open source ↗https://iextrading.com/trading/market-data/ [C16][C16] Joint press releasewe are providing value certainty at a meaningful premium as compared to current valueJoint onsemi and Synaptics press release on the revised merger agreement, Exhibit 99.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex99-1.htm

The cash is fixed, so holders give up any rebound in onsemi stock. They also give up the rival, whose last offer the board judged no longer superior. [C30][C30] Letter to employees, FAQSynaptics shareholders will receive $123 in cash for each share of Synaptics common stock held at closing as opposed to shares in onsemi stock.Synaptics chief executive's letter to employees on the amended deal, Exhibit 99.2 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex99-2.htm [C4][C4] Form 8-K, Item 1.01the proposal from the strategic party, as revised by the strategic party since its initial September 2 unsolicited proposal, no longer constituted a Superior Proposal, and the Company Board unanimously approved the A&R Merger AgreementSynaptics Form 8-K on the amended and restated merger agreement with onsemi, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_8k.htm The board's banker, Qatalyst Partners, gave an opinion on September 29 that the price is fair to holders from a financial point of view. [C2F][C2F] Merger agreement, Section 2.24As of September 29, 2026, the Company Board has received the opinion of Qatalyst Partners LP (the “ Company Financial Advisor ” and such opinion, the “ Company Financial Advisor Opinion ”), financial advisor to the Company, to the effect that, as of the date of such opinion and subject to the various qualifications, assumptions, limitations, and other matters set forth therein, the Merger Consideration to be received by the holders of Company Common StockAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm Holders who vote against the deal can ask a Delaware court to set a fair price instead, a right called appraisal. [C2B][C2B] Merger agreement, Section 1.5held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights with respect to such shares in accordance with the DGCLAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm

For onsemi, the price falls to about $5.7 billion from about $7 billion. It now expects the deal to lift its adjusted earnings per share right away. It also sees savings beyond its earlier goal of $200 million a year. [C10][C10] Joint press releaseonsemi will acquire Synaptics for $123 per share in cash for an aggregate value of approximately $5.7 billion as compared to approximately $7 billion for the prior agreement.Joint onsemi and Synaptics press release on the revised merger agreement, Exhibit 99.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex99-1.htm [C11][C11] Joint press releaseThe transaction is expected to be immediately accretive to onsemi’s non-GAAP earnings per share and provides value certainty for Synaptics’ shareholders.Joint onsemi and Synaptics press release on the revised merger agreement, Exhibit 99.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex99-1.htm [C15][C15] Joint press releasewe have identified incremental opportunities to create shareholder value beyond the previously announced $200 million of annual run-rate synergiesJoint onsemi and Synaptics press release on the revised merger agreement, Exhibit 99.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex99-1.htm It will pay with cash on hand and fully committed loans from Morgan Stanley. The deal has no financing condition, so onsemi cannot walk away if its borrowing falls through. [C12][C12] Joint press releaseThe transaction will be financed through a combination of cash on hand and committed financing. onsemi has obtained fully committed debt financing from Morgan Stanley.Joint onsemi and Synaptics press release on the revised merger agreement, Exhibit 99.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex99-1.htm [C7][C7] Form 8-K, financingThe transactions contemplated by the A&R Merger Agreement are not subject to any financing condition.Synaptics Form 8-K on the amended and restated merger agreement with onsemi, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_8k.htm

If Synaptics leaves for a better offer, it owes onsemi $235 million. If regulators block the deal, onsemi owes Synaptics $320 million. [C20][C20] Merger agreement, definitionsCompany Termination Fee ” shall mean an amount in cash equal to Two Hundred Thirty-Five Million dollars ($235,000,000).Amended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm [C21][C21] Merger agreement, definitionsRegulatory Termination Fee ” shall mean an amount in cash equal to Three Hundred Twenty Million dollars ($320,000,000).Amended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm onsemi must accept fixes, such as selling assets, unless the harm would be large next to Synaptics' smaller size. That test favors closing. [C29][C29] Merger agreement, Section 4.6which effect for purposes of this clause (B) will be measured on a scale and size relative to the scale and size of the Company and its Subsidiaries, taken as a whole.Amended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm

Synaptics held $442.5 million of cash, and $254.8 million of it sat abroad. Its debt is $850 million. That is $400 million of notes due 2029 and $450 million of notes that can turn into stock. [C56][C56] Form 10-K, MD&ACash and cash equivalents at the end of fiscal 2026 and 2025 totaled $442.5 million and $391.5 million, respectively.Synaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C5E][C5E] Form 10-K, liquidityAs of the end of fiscal 2026, $254.8 million of cash and cash equivalents was held by our foreign subsidiaries.Synaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C57][C57] Form 10-K, liquidityOur aggregate principal debt obligations were $850.0 million as of June 2026 and mature at various dates through December 2031. The net carrying amount of our 2031 Notes, which have an aggregate principal balance of $450.0 million maturingSynaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C58][C58] Form 10-K, liquidityThe net carrying amount of our Senior Notes, which have an aggregate principal balance of $400.0 million maturing in 2029Synaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm Those notes convert at about $99.69 a share, below the $123 price. The stock traded high enough that holders could convert them in the quarter that ended September 30. So $439.6 million of them now counts as debt due within a year. [C59][C59] Form 10-K, Note on convertible noteswhich is equivalent to an initial conversion price of approximately $ 99.69 per shareSynaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C1][C1] Merger agreement, Section 1.5shall be converted into the right to receive $123.00 per share in cash, without interestAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm [C5A][C5A] Form 10-K, Note on convertible noteswhich caused the 2031 Notes to be convertible by the holders for the calendar quarter ending September 30, 2026. As a result, the carrying value of $ 439.6 million has been reclassified to Current portion of long-term debtSynaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm

A takeover also lets holders of those notes make Synaptics buy them back at face value in cash. It can also raise the number of shares the notes turn into, and Synaptics bought hedges, called capped calls, that offset part of that up to $150.48 a share. [C5G][C5G] Form 10-K, Note on convertible notesUpon the occurrence of a Fundamental Change (as defined in the 2031 Indenture) prior to the maturity date of the 2031 Notes, holders of the 2031 Notes may require us to repurchase their notes for a cash repurchase price equal to the principal amount of the 2031 Notes to be repurchasedSynaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C5C][C5C] Form 10-K, Note on convertible notesupon the occurrence of a Make-Whole Fundamental Change or if we deliver a Redemption Notice, both as defined in the 2031 Indenture, we will, in certain circumstances, increase the conversion rate by a number of additional shares of commSynaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C5B][C5B] Form 10-K, Note on convertible notesThe 2031 Capped Calls have an initial cap price of $ 150.48 per share, subject to certain adjustments.Synaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm It has an unused $350 million credit line. Interest cost $23.4 million last year. [C5D][C5D] Form 10-K, liquidityWe have $350.0 million available under our revolving credit facility with a maturity date to be the earlier of November 2029 or three months prior to any maturity of our Senior Notes. No funds were drawn from this credit facility during fiscal 2026.Synaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C5F][C5F] Form 10-K, interest expenseInterest expense decreased by $16.4 million to $23.4 million during fiscal 2026 as compared to $39.8 million during fiscal 2025.Synaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm If the deal breaks, Synaptics keeps its cash, the credit line and about $101 million a year of free cash flow, against $439.6 million of notes now counted as debt due within a year. [C56][C56] Form 10-K, MD&ACash and cash equivalents at the end of fiscal 2026 and 2025 totaled $442.5 million and $391.5 million, respectively.Synaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C5D][C5D] Form 10-K, liquidityWe have $350.0 million available under our revolving credit facility with a maturity date to be the earlier of November 2029 or three months prior to any maturity of our Senior Notes. No funds were drawn from this credit facility during fiscal 2026.Synaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C54][C54] Form 10-K, cash flowsOperating activities during fiscal 2026 generated $149.4 million compared with $142.0 million net cash generated in fiscal 2025.Synaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C55][C55] Form 10-K, cash flowsPurchases of property and equipment ( 48.0 ) ( 25.8 ) ( 33.8 )Synaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C5A][C5A] Form 10-K, Note on convertible noteswhich caused the 2031 Notes to be convertible by the holders for the calendar quarter ending September 30, 2026. As a result, the carrying value of $ 439.6 million has been reclassified to Current portion of long-term debtSynaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm Net debt, which is debt minus cash, was about $407.5 million, about 1.8 times adjusted operating income, which covered interest about 9.5 times. [C57][C57] Form 10-K, liquidityOur aggregate principal debt obligations were $850.0 million as of June 2026 and mature at various dates through December 2031. The net carrying amount of our 2031 Notes, which have an aggregate principal balance of $450.0 million maturingSynaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C56][C56] Form 10-K, MD&ACash and cash equivalents at the end of fiscal 2026 and 2025 totaled $442.5 million and $391.5 million, respectively.Synaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C69][C69] Fourth quarter press release, reconciliationNon-GAAP operating income $ 60.3 $ 46.7 $ 222.8 $ 177.5Synaptics fourth quarter and fiscal 2026 results press release, Exhibit 99.1 to Form 8-K, August 6, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000049/syna-q4268kexx991.htm [C5F][C5F] Form 10-K, interest expenseInterest expense decreased by $16.4 million to $23.4 million during fiscal 2026 as compared to $39.8 million during fiscal 2025.Synaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm

At $123, the 39,701,387 shares are worth about $4.88 billion. Stock awards add 2,742,330 restricted units plus 200,420 and 175,566 performance units at target, about 42.8 million shares in all, and 4,513,860 more are set aside for the convertible notes. [C24][C24] Merger agreement, Section 2.2of which 39,701,387 shares were issued and outstanding as of September 30, 2026Amended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm [C1][C1] Merger agreement, Section 1.5shall be converted into the right to receive $123.00 per share in cash, without interestAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm [C25][C25] Merger agreement, Section 2.22,742,330 shares of Company Common Stock were subject to issuance pursuant to outstanding Company RSUsAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm [C2D][C2D] Merger agreement, Section 2.2200,420 shares of Company Common Stock were subject to issuance pursuant to outstanding Company MSUs, assuming all applicable performance conditions with respect to such Company MSUs are satisfied at target levelsAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm [C2E][C2E] Merger agreement, Section 2.2175,566 shares of Company Common Stock were subject to issuance pursuant to outstanding Company PSUs assuming all applicable performance conditions with respect to such Company PSUs are satisfied at target levelsAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm [C26][C26] Merger agreement, Section 2.24,513,860 shares of Company Common Stock were reserved for issuance pursuant to the Company Convertible NotesAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm No preferred stock is outstanding, so the debt is paid first and then common holders get the $123. [C2C][C2C] Merger agreement, Section 2.210,000,000 shares of preferred stock, par value $0.001 per share, none of which were outstanding as of the Company Capitalization Date.Amended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm [C1][C1] Merger agreement, Section 1.5shall be converted into the right to receive $123.00 per share in cash, without interestAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm Add the debt and take away the cash, and the deal values the business at about $5.29 billion before the awards. That is about 24 times adjusted operating income, and the price is about 27 times adjusted earnings per share. [C24][C24] Merger agreement, Section 2.2of which 39,701,387 shares were issued and outstanding as of September 30, 2026Amended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm [C1][C1] Merger agreement, Section 1.5shall be converted into the right to receive $123.00 per share in cash, without interestAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm [C57][C57] Form 10-K, liquidityOur aggregate principal debt obligations were $850.0 million as of June 2026 and mature at various dates through December 2031. The net carrying amount of our 2031 Notes, which have an aggregate principal balance of $450.0 million maturingSynaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C56][C56] Form 10-K, MD&ACash and cash equivalents at the end of fiscal 2026 and 2025 totaled $442.5 million and $391.5 million, respectively.Synaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm [C69][C69] Fourth quarter press release, reconciliationNon-GAAP operating income $ 60.3 $ 46.7 $ 222.8 $ 177.5Synaptics fourth quarter and fiscal 2026 results press release, Exhibit 99.1 to Form 8-K, August 6, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000049/syna-q4268kexx991.htm [C66][C66] Fourth quarter press releaseGAAP net loss for the recently completed fiscal year was $490.8 million or a net loss of $12.62 per basic share. Non-GAAP net income for the recently completed fiscal year was $185.9 million or $4.58 per diluted share.Synaptics fourth quarter and fiscal 2026 results press release, Exhibit 99.1 to Form 8-K, August 6, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000049/syna-q4268kexx991.htm

Synaptics gives no forecast while the deal is pending. Its chief executive has also been its finance chief since August. [C67][C67] Fourth quarter press releaseDue to the pending transaction, Synaptics will not host a quarterly earnings conference call or provide a forward-looking financial outlook.Synaptics fourth quarter and fiscal 2026 results press release, Exhibit 99.1 to Form 8-K, August 6, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000049/syna-q4268kexx991.htm [C80][C80] Form 8-K, Item 5.02Rahul Patel, President and Chief Executive Officer of the Company, serves as the Company’s principal financial officer through the closing of the Merger.Synaptics Form 8-K on its chief financial officer's resignation, filed August 21, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000061/syna-20260820.htm The deal adds a check on stuffing dealers with goods. Synaptics must report if both dealer stock and its own inventory run over 1.15 times their usual levels. [C2A][C2A] Merger agreement, Section 4.2the Company’s distributor weeks of inventory as of such date exceeds 1.15 times the average distributor weeks of inventory for the trailing twelve (12)-month period ending on such date; and (ii) the aggregate value of the Company’s inventory as of such dateAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm

The bull case is certainty. The U.S. antitrust agency has already cleared the deal, the loans are committed, and onsemi pays $320 million if regulators block it. [C13][C13] Joint press releaseThe transaction is still expected to close by mid-2027, subject to approval by Synaptics shareholders, the receipt of required regulatory approvals and other customary closing conditions. The transaction has been approved by the United States Federal Trade Commission, and regulators in other jurisdictions are reviewing the transaction.Joint onsemi and Synaptics press release on the revised merger agreement, Exhibit 99.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex99-1.htm [C12][C12] Joint press releaseThe transaction will be financed through a combination of cash on hand and committed financing. onsemi has obtained fully committed debt financing from Morgan Stanley.Joint onsemi and Synaptics press release on the revised merger agreement, Exhibit 99.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex99-1.htm [C21][C21] Merger agreement, definitionsRegulatory Termination Fee ” shall mean an amount in cash equal to Three Hundred Twenty Million dollars ($320,000,000).Amended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm The rival also showed that another buyer exists if this deal fails. [C2][C2] Form 8-K, Item 1.01The A&R Merger Agreement was ultimately executed following negotiations arising from the Company receiving an unsolicited, non-binding proposal on September 2, 2026 from a strategic party, referred to asSynaptics Form 8-K on the amended and restated merger agreement with onsemi, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_8k.htm

The bear case, which we rank as the bigger risk, is the wait. Closing is not expected until mid-2027, and holders earn no interest meanwhile. The deadline is June 25, 2027, with up to three automatic three-month extensions. [C13][C13] Joint press releaseThe transaction is still expected to close by mid-2027, subject to approval by Synaptics shareholders, the receipt of required regulatory approvals and other customary closing conditions. The transaction has been approved by the United States Federal Trade Commission, and regulators in other jurisdictions are reviewing the transaction.Joint onsemi and Synaptics press release on the revised merger agreement, Exhibit 99.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex99-1.htm [C1][C1] Merger agreement, Section 1.5shall be converted into the right to receive $123.00 per share in cash, without interestAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm [C22][C22] Merger agreement, Section 6.1(b)consummated by 11:59 PM, Pacific Time, on June 25, 2027Amended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm [C23][C23] Merger agreement, Section 6.1(b)that the End Date shall not be automatically extended pursuant to the immediately preceding proviso more than three (3) timesAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm Regulators in other countries are still reviewing the deal. If it breaks, the stock could fall far; Synaptics bought back shares at $69.79 in April. [C13][C13] Joint press releaseThe transaction is still expected to close by mid-2027, subject to approval by Synaptics shareholders, the receipt of required regulatory approvals and other customary closing conditions. The transaction has been approved by the United States Federal Trade Commission, and regulators in other jurisdictions are reviewing the transaction.Joint onsemi and Synaptics press release on the revised merger agreement, Exhibit 99.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex99-1.htm [C62][C62] Form 10-K, Item 5, share repurchasesMarch 29, 2026 - April 25, 2026 144,779 $ 69.79 144,779 $ 57,264,153Synaptics annual report on Form 10-K for the fiscal year ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000055/syna-20260627.htm

The next dates come from the agreement. A first draft of the proxy, the document holders get before they vote, is due within 10 days of signing. The vote must follow within 30 days of the SEC finishing its review. [C27][C27] Merger agreement, Section 4.4As promptly as reasonably practicable after the date of this Agreement (and in any event within 10 days thereafter), the Company shall prepare, in consultation with Parent, and cause to be filed with the SEC the Proxy Statement in preliminary form.Amended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm [C28][C28] Merger agreement, Section 4.4(and in any event within 30 days thereafter), duly call, give notice of and hold a meeting of the holders of shares of Company Common StockAmended and Restated Agreement and Plan of Merger among onsemi, Sonic Acquisition Corp. and Synaptics, Exhibit 2.1 to Form 8-K, October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_ex2-1.htm The October 27 annual meeting is a separate vote, not on the merger. [C85][C85] Proxy statement, voting mattersOur Board is soliciting your proxy to vote on the following matters at our Annual Meeting to be held at 9:00 a.m. local (Pacific) time on Tuesday, October 27, 2026Synaptics proxy statement for its October 27, 2026 annual meetingOpen exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000075/syna-20260915.htm [C84][C84] Proxy statement, notice of annual meetingThe proposals being presented at this Annual Meeting are separate from the Merger.Synaptics proxy statement for its October 27, 2026 annual meetingOpen exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000075/syna-20260915.htm Our call is that holders approve the deal by March 2027. It needs a majority of all shares, and two funds hold 31.3%. A new rival bid, or a no from those two funds, would prove us wrong. [C5][C5] Form 8-K, closing conditionsthe adoption of the A&R Merger Agreement by the affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote thereonSynaptics Form 8-K on the amended and restated merger agreement with onsemi, filed October 1, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000114036126038301/ef20083029_8k.htm [C81][C81] Proxy statement, security ownershipAmeriprise Financial, lnc. (2) 7,547,699 19.0 % Blackrock, Inc. (3) 4,883,900 12.3 %Synaptics proxy statement for its October 27, 2026 annual meetingOpen exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/817720/000081772026000075/syna-20260915.htm

What is still unknown

The question that remains

Will SYNA stock close above $120 on March 31?

Our call: We say YES

We find out by March 31, 2027.