onsemi to buy Synaptics (NASDAQ: SYNA) for $6B in stock — S-4 coming
Filing Impact
Filing Sentiment
Form Type
425
Rhea-AI Filing Summary
Synaptics Incorporated is being acquired by onsemi in a proposed $6 billion all-stock transaction. The communication explains this is a proposed business combination that will be subject to customary conditions, regulatory and stockholder approvals, and will be detailed in a Registration Statement on Form S-4.
The release contains forward-looking statements and directs stockholders to the forthcoming proxy statement/prospectus for complete details and to SEC filings for additional information.
Positive
- None.
Negative
- None.
Insights
All-stock acquisition announced; formal documentation and approvals remain required.
The excerpt states an agreed transaction valued at $6 billion in stock where onsemi will acquire Synaptics and a Registration Statement on Form S-4 will be filed. The deal is conditioned on stockholder and regulatory approvals and other customary closing conditions.
Integration, regulatory review, potential litigation, and retention of key personnel are cited risks; subsequent proxy and Form S-4 filings will provide transaction terms, timeline, and shareholder vote details.
Proxy/prospectus and S-4 disclosure will govern shareholder approvals and risk disclosures.
The communication warns that forward-looking statements are qualified by risks including required regulatory and stockholder approvals, possible litigation, and integration challenges. It directs readers to the proxy statement/prospectus to be included in the Form S-4 registration statement.
Legal milestones to watch are the filing of the Registration Statement on Form S-4, the proxy distribution to Synaptics stockholders, and any notices of litigation or regulatory conditions disclosed in those filings.
Key Figures
Transaction value: $6 billion
Registration filing: Form S-4
Synaptics proxy reference: September 16, 2025
+1 more
4 metrics
Transaction value
$6 billion
proposed all-stock acquisition
Registration filing
Form S-4
Registration Statement/Proxy/Prospectus to be filed with the SEC
Synaptics proxy reference
September 16, 2025
date of Synaptics' definitive proxy statement referenced for executive info
onsemi proxy reference
April 2, 2026
date of onsemi's definitive proxy statement referenced for executive info
Key Terms
Registration Statement on Form S-4, proxy statement/prospectus, forward-looking statements, participants in the solicitation
4 terms
Registration Statement on Form S-4 regulatory
"will be filed with the SEC and will include a proxy statement/prospectus"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
proxy statement/prospectus regulatory
"will be included in the Registration Statement on Form S-4"
A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.
forward-looking statements financial
"This communication includes forward-looking statements within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
participants in the solicitation regulatory
"Synaptics, onsemi, and certain of their respective directors, executive officers"
People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.
Filed pursuant to Rule 425 under the
Securities Act of 1933, as amended, and
deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: Synaptics Incorporated
Commission File No.: 000-49602
Subject Company: Synaptics Incorporated
Tech n ob og y
Chipmaker Onsemi to Buy
Synaptiics in $6 Bil l ion Stoick DealWoikeis i n a fab cb ean ioom at th e On sem i m an u factu ii n g faci b i ty i n Rozn ov pod Radh ostem , Czech Repu bb i cZ Photographer: Michaela Nagyidaiova/BloombergB y Ly n n D oan
Cautionary Note Regarding Forward-Looking Statements
This communication relates to a proposed business combination transaction between Synaptics Incorporated and ON
Semiconductor Corporation. This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements are based on Synaptics’ and onsemi’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, their respective
businesses and industries, management’s beliefs and certain assumptions made by Synaptics and onsemi, all of which are subject to change. Some of these forward-looking statements can be identified by the use of forward-looking words such as
“believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology that convey uncertainty of future
events or outcomes.
These forward-looking statements involve known and unknown risks and uncertainties, which may cause Synaptics’ or onsemi’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited
to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from regulators or the stockholders of Synaptics for
the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed
transaction disrupts the current plans and operations of Synaptics or onsemi, including restrictions during the pendency of the transaction that may impact the ability to pursue certain business
opportunities or strategic transactions; (5) the ability of Synaptics and onsemi to retain and hire key personnel; (6) competitive responses to the proposed transaction;
(7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies’ ability
to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses; (10) uncertainty as to the long-term value of
onsemi’s common stock; (11) legislative, regulatory and economic developments; and (12) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as
Synaptics’ and onsemi’s response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement/prospectus that will be included in the
Registration Statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of
all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.
In addition, actual results are subject to other risks and uncertainties that relate more broadly to Synaptics’ overall business,
including those more fully described in Synaptics’ filings with the Securities and Exchange Commission (“SEC”) including its annual report on Form 10-K for the fiscal year ended June 28, 2025, and its quarterly reports filed on Form 10-Q for the current fiscal year, and onsemi’s overall business and financial condition, including those more fully described in onsemi’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 31, 2025, and its quarterly reports filed on Form 10-Q for its current fiscal year.
Forward-looking statements are not guarantees of performance, and speak only as of the date made, and neither Synaptics nor its management undertakes any obligation to update or revise any forward-looking
statements.
No Offer or Solicitation
This communication is for informational purposes only and does not constitute, or form a part of, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Additional Information about the Transaction and Where To Find It
The proposed transaction will be submitted to the stockholders of Synaptics for their consideration. In connection with the proposed transaction, onsemi
will file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of Synaptics and that also constitutes a prospectus of onsemi. Each of Synaptics and
onsemi will provide the proxy statement/prospectus to Synaptics stockholders. Synaptics and onsemi also plan to file other documents
with the SEC regarding the proposed transaction. This document is not a substitute for any prospectus, proxy statement or any other document which Synaptics or onsemi may
file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). In addition, investors and
stockholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by the parties on Synaptics Investor Relations at https://investor.synaptics.com/ (for documents
filed with the SEC by Synaptics) or onsemi Investor Relations at https://investor.onsemi.com/ (for documents filed with the SEC by onsemi).
Participants in the Solicitation
Synaptics, onsemi, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may
be deemed to be participants in the solicitation of proxies from Synaptics stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of Synaptics stockholders in connection with the proposed transaction, and a description of their direct and indirect interests, by security holdings or otherwise,
will be set forth in the proxy statement/prospectus when it is filed with the SEC. You can find more detailed information about Synaptics’ executive officers and directors under the headings “Proposal 1 –
Election of Directors,” “Director Compensation,” “Compensation Discussion and Analysis,” “Named Executive Officer Compensation Tables,” “CEO Pay Ratio Disclosure,” “Pay Versus Performance Disclosure” and “Beneficial Ownership of Certain
Stockholders” in its definitive proxy statement filed with the SEC on September 16, 2025. To the
extent holdings of Synaptics common stock by the directors and executive officers of Synaptics have changed from the amounts of Synaptics common stock held by such persons as reflected therein, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=817720&owner=exclude under the tab “Ownership Disclosures”. You can find more detailed information about onsemi’s executive officers and directors under the headings “The Board of Directors and Corporate Governance,” “Compensation of Executive Officers” and “Stock Ownership” in its definitive proxy statement filed with the SEC on April 2, 2026. To the extent holdings of onsemi common stock by the directors and executive officers of onsemi
have changed from the amounts of onsemi common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1097864&owner=exclude under the tab “Ownership Disclosures”. Additional information about Synaptics’ executive officers and directors and onsemi’s executive officers
and directors can be found in the above-referenced Registration Statement on Form S-4 when it becomes available.
FAQ
What did onsemi announce about Synaptics (SYNA)?
They announced a proposed acquisition of Synaptics by onsemi valued at $6 billion in stock. The transaction is subject to customary closing conditions and will be described in a Registration Statement on Form S-4 and the related proxy/prospectus.
Where can investors find the official transaction documents?
Investors can obtain filings free of charge on the SEC website at www.sec.gov and from Synaptics Investor Relations at https://investor.synaptics.com/ or onsemi Investor Relations at https://investor.onsemi.com/.
What risks did the companies identify about this deal?
The communication lists risks including failure to obtain regulatory or stockholder approvals, potential litigation, timing uncertainties, integration challenges, retention of key personnel, unexpected costs, and changes to business relationships following announcement.