📢 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,"