Synaptics

📢 𝗝𝗨𝗦𝗧 𝗜𝗡: Onsemi and Synaptics Amend Merger Deal to $𝟱.𝟳 𝗕𝗶𝗹𝗹𝗶𝗼𝗻 All-Cash Transaction - $ON Semiconductor(ON.US) $Synaptics(SYNA.US)

👉 𝗞𝗲𝘆 𝗛𝗶𝗴𝗵𝗹𝗶𝗴𝗵𝘁𝘀:

➤ 𝗢𝗻𝘀𝗲𝗺𝗶 and 𝗦𝘆𝗻𝗮𝗽𝘁𝗶𝗰𝘀 amend their previously announced merger agreement.

➤ Acquisition price reduced to $𝟭𝟮𝟯 per share in cash.

➤ Revised transaction values Synaptics at approximately $𝟱.𝟳 𝗯𝗶𝗹𝗹𝗶𝗼𝗻.

➤ Original June agreement valued the transaction at roughly $𝟳 𝗯𝗶𝗹𝗹𝗶𝗼𝗻.

➤ Amendment follows an unsolicited competing proposal from a 𝘁𝗵𝗶𝗿𝗱 𝗽𝗮𝗿𝘁𝘆.

➤ Morgan Stanley provides committed debt financing alongside onsemi's available cash.

➤ Onsemi expects 𝗶𝗺𝗺𝗲𝗱𝗶𝗮𝘁𝗲 non-GAAP EPS accretion upon closing.

➤ Additional opportunities extend beyond $𝟮𝟬𝟬 𝗺𝗶𝗹𝗹𝗶𝗼𝗻 in annual run-rate synergies.

➤ 𝗨.𝗦. 𝗙𝗧𝗖 approval received; other regulatory reviews remain ongoing.

➤ Transaction remains expected to close by 𝗺𝗶𝗱-𝟮𝟬𝟮𝟳.

👉 𝗪𝗵𝘆 𝗧𝗵𝗶𝘀 𝗠𝗮𝘁𝘁𝗲𝗿𝘀:

➤ Lower purchase price reduces onsemi's acquisition cost by roughly $𝟭.𝟯 𝗯𝗶𝗹𝗹𝗶𝗼𝗻.

➤ All-cash structure provides Synaptics shareholders greater 𝘃𝗮𝗹𝘂𝗲 𝗰𝗲𝗿𝘁𝗮𝗶𝗻𝘁𝘆.

➤ Immediate EPS accretion improves the deal's expected near-term financial impact.

➤ Revenue synergies and production insourcing could provide additional post-closing value.

👉 𝗘𝘅𝗽𝗲𝗿𝘁 𝗦𝘁𝗮𝘁𝗲𝗺𝗲𝗻𝘁𝘀:

𝗛𝗮𝘀𝘀𝗮𝗻𝗲 𝗘𝗹-𝗞𝗵𝗼𝘂𝗿𝘆, President and CEO of onsemi:

"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,"

𝗥𝗮𝗵𝘂𝗹 𝗣𝗮𝘁𝗲𝗹, Synaptics President and CEO:

"By transitioning to an all-cash structure, we are providing value certainty at a meaningful premium as compared to current value,"

📢 𝐉𝐔𝐒𝐓 𝐈𝐍: onsemi to Acquire Synaptics in $7 Billion All-Stock Deal - $ON Semiconductor(ON.US) $Synaptics(SYNA.US)

👉 𝐊𝐞𝐲 𝐇𝐢𝐠𝐡𝐥𝐢𝐠𝐡𝐭𝐬:

➤ 𝐨𝐧𝐬𝐞𝐦𝐢 will acquire 𝐒𝐲𝐧𝐚𝐩𝐭𝐢𝐜𝐬 in an all-stock deal valued at approximately 𝟕 𝐛𝐢𝐥𝐥𝐢𝐨𝐧.

➤ Synaptics shareholders will receive 𝟏.𝟑𝟓𝟎 onsemi shares for each Synaptics share.

➤ Exchange ratio represents a 𝟏𝟗% premium to the 10-day volume-weighted average price.

➤ Synaptics shareholders will own approximately 𝟏𝟐% of the combined company.

➤ Transaction was 𝐮𝐧𝐚𝐧𝐢𝐦𝐨𝐮𝐬𝐥𝐲 approved by both companies' boards.

➤ Deal is expected to close in 𝐦𝐢𝐝-𝟐𝟎𝟐𝟕, subject to shareholder and regulatory approvals.

➤ onsemi expects the acquisition to be 𝐚𝐜𝐜𝐫𝐞𝐭𝐢𝐯𝐞 to non-GAAP EPS within 𝟏𝟖 months.

➤ Company targets 𝟐𝟎𝟎 𝐦𝐢𝐥𝐥𝐢𝐨𝐧 in annual synergies after the acquisition.

➤ Combined company could expand its 𝐓𝐀𝐌 by 𝟑𝟎 𝐛𝐢𝐥𝐥𝐢𝐨𝐧 to 𝟐𝟒𝟑 𝐛𝐢𝐥𝐥𝐢𝐨𝐧 by 2030.

👉 𝐖𝐡𝐲 𝐈𝐭 𝐌𝐚𝐭𝐭𝐞𝐫𝐬:

➤ Acquisition broadens onsemi's portfolio across 𝐞𝐝𝐠𝐞 𝐀𝐈, connectivity, and sensing.

➤ Combined technologies strengthen exposure to 𝐚𝐮𝐭𝐨𝐦𝐨𝐭𝐢𝐯𝐞, industrial, and AI infrastructure markets.

➤ Expected synergies and EPS accretion could enhance 𝐥𝐨𝐧𝐠-𝐭𝐞𝐫𝐦 shareholder value.

👉 𝐄𝐱𝐩𝐞𝐫𝐭 𝐒𝐭𝐚𝐭𝐞𝐦𝐞𝐧𝐭:

➤ "This shift towards Physical AI will require Power, Sense, Connected Compute and Control to work together seamlessly." — 𝐇𝐚𝐬𝐬𝐚𝐧𝐞 𝐄𝐥-𝐊𝐡𝐨𝐮𝐫𝐲, President and CEO of onsemi.

➤ "The all-stock structure allows our shareholders to participate in the compelling growth and value creation opportunities ahead." — 𝐑𝐚𝐡𝐮𝐥 𝐏𝐚𝐭𝐞𝐥, President and CEO of Synaptics.