Form 8-K · Current report
ON Semiconductor 8-K, filed Oct 1, 2026
- Filed
- CIK
- 0001097864
- Accession no.
- 0001140361-26-038294
Summary
ON Semiconductor amended its agreement to acquire Synaptics, revising the merger consideration to $123 per share in cash after Synaptics received an unsolicited acquisition proposal from a third party. The amended deal is no longer structured as a Section 368 reorganization, ON Semiconductor intends to withdraw its registration statement, and Morgan Stanley Senior Funding has committed up to $2.45 billion in senior secured term loan financing.
Key points
- ON Semiconductor, Synaptics, and Sonic Acquisition Corp. entered an Amended and Restated Agreement and Plan of Merger on October 1, 2026, following an unsolicited acquisition proposal from a third party identified as Party A.
- The amended agreement revises the merger consideration to $123 per share in cash, with Synaptics surviving as a wholly owned ON Semiconductor subsidiary.
- Morgan Stanley Senior Funding committed to provide up to $2.45 billion in senior secured term loan financing for the merger, subject to customary closing conditions.
- The merger is no longer structured as a Section 368 reorganization, ON Semiconductor intends to withdraw its registration statement, and Synaptics will hold a stockholder meeting after its proxy statement clears SEC review.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 1.01Entry into a Material Definitive Agreement
- 8.01Other Events
- 9.01Financial Statements and Exhibits
From the filing
Item 1.01 Entry into a Material Definitive Agreement. Amended and Restated Agreement and Plan of Merger As previously announced, on June 25, 2026, ON Semiconductor Corporation (“onsemi”), a Delaware corporation, Sonic Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of onsemi (“Merger Sub”), and Synaptics Incorporated, a Delaware corporation (“Synaptics”), entered into an Agreement and Plan of Reorganization, providing for the acquisition of Synaptics by onsemi. On October 1, 2026, onsemi, Synaptics and Merger Sub entered into an Amended and Restated Agreement and Plan of Merger (the “Amended Merger Agreement”). …
An excerpt of the text as filed with the SEC, cut for length.
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