Synaptics (SYNA) holders to get 1.35 onsemi shares in $7B merger
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Synaptics Incorporated agreed to be acquired by ON Semiconductor Corporation in an all-stock merger that values Synaptics at approximately $7 billion. Each share of Synaptics common stock will be converted into the right to receive 1.350 shares of onsemi common stock, representing an estimated 19% premium to the companies’ 10‑day volume‑weighted average prices. After closing, Synaptics will become an indirect, wholly owned subsidiary of onsemi, and Synaptics stockholders are expected to own about 12% of the combined company on a fully diluted basis. The deal is expected to close in mid‑2027, subject to Synaptics stockholder approval, regulatory clearances, effectiveness of an S‑4 registration statement, Nasdaq listing of new onsemi shares and other customary conditions. The merger agreement includes a $235 million termination fee payable by Synaptics in certain circumstances, and a $320 million regulatory termination fee payable by onsemi if required approvals are not obtained by the agreed end date.
Positive
- Synaptics shareholders receive an implied enterprise value of approximately $7 billion and a stated 19% premium to the 10‑day VWAP through an all‑stock merger with onsemi.
- Pro forma 2026 revenue for the combined company is projected at $7.8 billion with targeted $200 million in annual synergies and expectations of non‑GAAP EPS accretion within 18 months post‑close.
- Pro forma capital structure is relatively conservative, with $5.4 billion gross debt, $4.2 billion cash, about $1.2 billion net debt and net debt / LTM adjusted EBITDA of 0.6x at announcement.
Negative
- The merger depends on multiple approvals and conditions, including Synaptics stockholder approval, antitrust and foreign direct investment clearances, tax opinions and S‑4 effectiveness, introducing closing risk.
- Synaptics may owe onsemi a $235 million termination fee in specified scenarios such as accepting a superior proposal or changing its board recommendation.
- onsemi may owe Synaptics a $320 million regulatory termination fee if the agreement is terminated in certain circumstances related to failure to obtain required regulatory approvals by the end date, underscoring regulatory risk.
Insights
Synaptics agrees to a ~$7B all‑stock sale to onsemi with a 19% premium and defined break fees.
Synaptics and onsemi have signed a definitive merger agreement under which Synaptics shareholders will receive 1.350 onsemi shares for each Synaptics share, implying an enterprise value of about $7 billion and a 19% premium to 10‑day VWAP. Synaptics will become an indirect wholly owned subsidiary.
The investor materials highlight a combined $7.8B of 2026 consensus revenue, a target $200M annual synergy run rate and expectations that the deal will be accretive to non‑GAAP EPS within 18 months after close. Pro forma ownership is projected at 88% onsemi and 12% Synaptics, with pro forma net debt of $1.2B and net debt / LTM adjusted EBITDA of 0.6x, indicating modest leverage.
Closing is subject to Synaptics stockholder approval, antitrust and foreign investment clearances, tax opinions, S‑4 effectiveness and absence of material adverse effects. A $235M termination fee by Synaptics and a $320M regulatory termination fee by onsemi underscore deal seriousness but also highlight regulatory and shareholder‑approval risk. Subsequent S‑4 and proxy materials will provide more detailed financial and strategic information.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Enterprise value: $7 billion
Exchange ratio: 1.350 shares
Premium to VWAP: 19%
+5 more
8 metrics
Enterprise value
$7 billion
Approximate total enterprise value of Synaptics in the merger
Exchange ratio
1.350 shares
onsemi common shares per Synaptics share at closing
Premium to VWAP
19%
Premium to 10-day volume-weighted average prices for onsemi and Synaptics
Combined 2026 revenue
$7.8B
Pro forma 2026 non-GAAP revenue based on consensus estimates
Annual synergies
$200M
Target run-rate synergies within 18 months post-close
Termination fee (company)
$235M
Fee payable by Synaptics in specified termination scenarios
Regulatory termination fee
$320M
Fee payable by onsemi if certain regulatory approvals are not obtained
Pro forma net debt / EBITDA
0.6x
Pro forma net debt to LTM adjusted EBITDA at announcement
Key Terms
Exchange Ratio, material adverse effect, Registration Statement on Form S-4, termination fee, +2 more
6 terms
Exchange Ratio financial
"such number of shares, the “Exchange Ratio,” and such consideration, the “Merger Consideration”"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
material adverse effect regulatory
"the absence of a material adverse effect (as defined in the Merger Agreement) with respect to the Company or Parent"
A material adverse effect is a significant negative change or event that substantially reduces a company’s business, financial condition, or future prospects — think of it like a sudden major engine failure that makes a car unreliable. Investors care because such an event can lower expected profits, trigger contract clauses (allowing counterparties to renegotiate or walk away), and prompt swift stock-price reassessment based on the higher risk and uncertainty.
Registration Statement on Form S-4 regulatory
"the effectiveness of the registration statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission"
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.
termination fee financial
"the Company will be required to pay Parent a termination fee of $235,000,000"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
regulatory termination fee financial
"the Parent will be required to pay the Company a regulatory termination fee equal to $320,000,000"
non-GAAP EPS financial
"expected to be accretive to non-GAAP EPS within 18 months after close"
Non-GAAP EPS is a measure of a company's profit per share that excludes certain expenses or income items that are included in standard accounting reports. It is used by investors to get a clearer picture of the company's core performance, much like removing one-time costs from a personal budget to see regular spending habits. This adjusted figure helps investors compare companies more consistently and understand their ongoing profitability.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 25, 2026
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code: (408 )
904-1100
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement.
|
On June 25, 2026, Synaptics Incorporated, a Delaware corporation (the “Company” or “Synaptics”), entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), by and among the
Company, ON Semiconductor Corporation, a Delaware corporation (“Parent” or “onsemi”), and Sonic
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), which provides, among other things, that subject to the satisfaction or waiver of
the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as an indirect, wholly-owned subsidiary of Parent
(the “Surviving Corporation”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement.
Merger Consideration
Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger, each share of common stock of the Company, $0.001 par value per share (“Company Common Stock”), issued and outstanding
immediately prior to the Effective Time shall be converted into the right to receive 1.350 validly issued, fully paid and non-assessable shares of common stock of Parent, par value $0.01 per share (“Parent Common Stock”) (such number of shares, the “Exchange Ratio,” and such consideration, the “Merger Consideration”).
Treatment of Company Equity Awards
Pursuant to the Merger Agreement, at the Effective Time:
| • |
Each award of restricted stock units of the Company (each a “Company RSU”) that is outstanding and
unvested and held by an individual who, as of immediately following the Effective Time, constitutes an “employee” of Parent within the meaning of Form S-8 (each, a “Company
Converted RSU”), will be assumed by Parent and converted into a restricted stock unit award denominated in shares of Parent Common Stock, subject to the same terms and conditions as were applicable to such Company RSU immediately
before the Effective Time, except as set forth in the Merger Agreement.
|
| • |
Each Company RSU that is outstanding and that (A) is vested but not settled, (B) by its terms becomes vested in connection with the closing of the Merger or (C) is held by a
non-employee member of the Company’s board of directors (each, a “Company Accelerated RSU”), will be cancelled, and such holders will be entitled to receive an amount of
the Merger Consideration applicable to shares of Company Common Stock subject to such Company Accelerated RSUs, as determined in accordance with the formula specified in the Merger Agreement, less applicable tax withholdings.
|
| • |
Each performance stock unit of the Company (each a “Company PSU”) that is outstanding and unvested and
held by an individual who, as of immediately following the Effective Time, constitutes an “employee” of Parent within the meaning of Form S-8 (each, a “Company Converted PSU”),
will be assumed by Parent and converted into a performance-based stock unit award denominated in shares of Parent Common Stock, as determined in accordance with the formula specified in the Merger Agreement and subject to the same terms and
conditions as were applicable to such Company PSU immediately before the Effective Time, except as set forth in the Merger Agreement.
|
| • |
Each Company PSU that is outstanding and that (A) is vested but not settled, (B) by its terms becomes vested in connection with the closing of the Merger or (C) is held by a
non-employee member of the Company’s board of directors (each, a “Company Accelerated PSU”), will be cancelled, and such holders will be entitled to receive an amount of
the Merger Consideration applicable to shares of Company Common Stock subject to such Company Accelerated PSUs, as determined in accordance with the formula specified in the Merger Agreement, less applicable tax withholdings.
|
| • |
Each market stock unit of the Company (each, a “Company MSU”) that is outstanding and unvested and held by
an individual who, as of immediately following the Effective Time, constitutes an “employee” of Parent within the meaning of Form S-8 (each, a “Company Converted MSU”),
will be assumed by Parent and converted into a restricted stock unit award denominated in shares of Parent Common Stock, as determined in accordance with the formula specified in the Merger Agreement and, subject to the same terms and
conditions as were applicable to such Company MSU immediately before the Effective Time, except as set forth in the Merger Agreement.
|
| • |
Each Company MSU that is outstanding and that (A) is vested but not settled, (B) by its terms becomes
vested in connection with the closing of the Merger or (C) is held by a non-employee member of the Company’s board of directors (each, a “Company Accelerated MSU”), will be cancelled, and such holders will be entitled to receive an amount of the Merger Consideration applicable to
shares of Company Common Stock subject to such Company Accelerated MSUs, as determined in accordance with the formula specified in the Merger Agreement, less applicable tax withholdings.
|
Closing Conditions
The consummation of the Merger is subject to the satisfaction or waiver of certain customary closing conditions, including (1) the accuracy of the respective
representations and warranties of the parties in the Merger Agreement (subject to certain materiality qualifiers); (2) compliance by the parties with their respective covenants in the Merger Agreement in all material respects; (3) the receipt by each
party of opinions to the effect that the Merger will qualify as a reorganization for U.S. federal income tax purposes; (4) the absence of a material adverse effect (as defined in the Merger Agreement) with respect to the Company or Parent on or after
the date of the Merger Agreement that is continuing as of immediately prior to the closing of the Merger; (5) the effectiveness of the registration statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission (the “SEC”) by Parent in connection with the issuance of the shares of Parent Common Stock pursuant to the Merger Agreement, and the absence of any stop order suspending such effectiveness
or proceeding for the purpose of suspending such effectiveness being pending before the SEC; (6) the adoption of the 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 thereon (the “Required Company Stockholder Vote”); (7) the expiration or termination of any applicable antitrust waiting periods, and the obtaining of all
required governmental authorizations under applicable antitrust laws and any required approvals under applicable foreign direct investment laws; (8) the approval for listing on the Nasdaq Global Select Market of the shares of Parent Common Stock to
be issued pursuant to the Merger Agreement, including the shares of Parent Common Stock to be issued upon the vesting and settlement of Company Converted RSUs, Company Converted PSUs or Company Converted MSUs; and (9) the absence of any relevant
legal restraint that would prevent, enjoin or make illegal the consummation of the transactions contemplated by the Merger Agreement.
Representations and Warranties and Covenants
The Merger Agreement contains customary representations and warranties from both the Company, on the one hand, and Parent and Merger Sub, on the other hand,
and each party has agreed to customary covenants, including, among others, relating to the conduct of its respective business between the execution of the Merger Agreement and the Effective Time. In addition, subject to the terms and conditions of
the Merger Agreement, the parties have agreed to use reasonable efforts to (i) take all actions reasonably necessary to complete the Merger and the other transactions contemplated by the Merger Agreement, including preparing and making all required
or appropriate filings, notifications and applications, including under applicable antitrust and foreign direct investment laws; (ii) obtain, as promptly as reasonably practicable, all required or appropriate governmental and third-party approvals
and clearances; (iii) defend any legal proceedings challenging the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement; and (iv) obtain all necessary or required third-party consents, approvals or waivers.
The Merger Agreement also provides that the Company is subject to certain restrictions on its ability to solicit alternative acquisition proposals from
third parties, to provide information to third parties and to engage in discussions with third parties regarding alternative acquisition proposals, subject to customary exceptions. In addition, the Company’s board of directors is required to
recommend that its stockholders vote in favor of the transaction, subject to exceptions for superior proposals and other situations where failure to effect a recommendation change would be inconsistent with the fiduciary duties of the Company’s board
of directors.
Termination and Fees
The Merger Agreement contains termination rights for each of Parent and the Company, including: (1) by mutual written consent of Parent and the Company at any time prior to
the Effective Time; (2) if the consummation of the Merger does not occur on or before 11:59 Pacific Time on June 25, 2027, subject to certain extensions aggregating to up to 21 months from the date of the Merger Agreement in order to obtain required
regulatory approvals (such date and time, as may be extended pursuant to the Merger Agreement (the “End Date”)); (3) at any time prior to the Effective Time if a relevant legal
restraint permanently preventing, enjoining or making illegal the consummation of the Merger shall have become final and non-appealable; (4) if the Required Company Stockholder Vote is not obtained at the meeting of the Company’s stockholders to
adopt the Merger Agreement (the “Company Stockholder Meeting”); (5) if the other party breaches its representations, warranties or covenants in the Merger Agreement in a way that
would entitle the party seeking to terminate the Merger Agreement not to consummate the Merger, subject to the right of the breaching party to cure the breach. In addition, prior to receiving approval of the Merger Agreement by the Company’s
stockholders, (1) Parent may terminate if the Company’s board of directors fails to include its recommendation that the Company’s stockholders adopt and approve the Merger
Agreement and the transactions contemplated thereby in the proxy statement/prospectus to be sent to the Company’s stockholders in connection with the Company Stockholder Meeting or makes or publicly discloses a change in its recommendation, (2) the
Company may terminate the Merger Agreement to enter into a definitive agreement for certain superior proposals (as defined in the Merger Agreement), provided that the Company’s board
of directors has authorized such action, the Company concurrently enters into such agreement and pays the applicable termination fee to Parent, and the Company is not in material breach of the Merger Agreement.
Upon the termination of the Merger Agreement under specified circumstances, including, among others, the termination by Parent in the event of a change of recommendation by
the Company’s board of directors, the Company will be required to pay Parent a termination fee of $235,000,000. In addition, the Parent will be required to pay the Company a regulatory termination fee equal to $320,000,000 if the Merger Agreement is
terminated in certain circumstances related to the failure to obtain required regulatory approvals prior to the End Date.
Additional Information
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is
attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Subject to the terms of the Merger Agreement, the representations and warranties set forth in the Merger Agreement were made solely for the benefit of the parties to the
Merger Agreement, and (i) should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate, (ii) may have been qualified in the Merger Agreement by
disclosures that were made to the other parties in accordance with the Merger Agreement, (iii) may apply contractual standards of “materiality” that are different from “materiality” under applicable securities laws, and (iv) were made only as of the
dates specified in the Merger Agreement.
| Item 7.01 |
Regulation FD Disclosure.
|
On June 25, 2026, the Company and Parent jointly issued a press release regarding the entry into the Merger Agreement. The press release is furnished herewith as Exhibit
99.1 and is incorporated herein by reference.
Further, on June 25, 2026, the Company disseminated the following materials in connection with the announcement of the Merger:
| • |
Investor Presentation, dated June 25, 2026 (Exhibit 99.2)
|
| • |
Social Media Posts by Synaptics Related to the Merger (LinkedIn, Instagram, X, Facebook, WeChat, Weibo), posted on June 25, 2026 (Exhibit 99.3)
|
| • |
All-Employee Email from CEO of Synaptics to Synaptics Employees, sent on June 25, 2026 (Exhibit 99.4)
|
| • |
FAQ made available to employees of Synaptics on June 25, 2026 (Exhibit 99.5)
|
| • |
Email sent to Customers of Synaptics on June 25, 2026 (Exhibit 99.6)
|
| • |
Email sent to Industry Partners of Synaptics on June 25, 2026 (Exhibit 99.7)
|
| • |
Email sent to Suppliers of Synaptics on June 25, 2026 (Exhibit 99.8)
|
The information contained in this Item 7.01 and in the accompanying Exhibits 99.1-99.8 shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the
“Securities Act”), whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.
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 and Section 21E of the Exchange Act. 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 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.
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.
| Item 9.01. |
Financial Statements and Exhibits.
|
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
2.1*
|
Agreement and Plan of Reorganization, dated as of June 25, 2026, by and among ON Semiconductor Corporation, Sonic Acquisition Corp., and Synaptics
Incorporated.*
|
|
99.1
|
Joint Press Release, dated June 25, 2026
|
|
99.2
|
Investor Presentation, dated June 25, 2026
|
|
99.3
|
Social Media Posts by Synaptics Related to the Merger (LinkedIn, Instagram, X, Facebook, WeChat, Weibo), posted on June 25, 2026
|
|
99.4
|
Email from CEO of Synaptics to all Synaptics Employees, sent on June 25, 2026
|
|
99.5
|
FAQ made available to employees of Synaptics on June 25, 2026
|
|
99.6
|
Email sent to Customers of Synaptics on June 25, 2026
|
|
99.7
|
Email sent to Industry Partners of Synaptics on June 25, 2026
|
|
99.8
|
Email sent to Suppliers of Synaptics on June 25, 2026
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
|
*
|
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.
|
7
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
Synaptics Incorporated
|
||
|
Dated: June 25, 2026
|
||
|
By:
|
/s/ Lisa Bodensteiner
|
|
|
Name:
|
Lisa Bodensteiner
|
|
|
Title:
|
Senior Vice President, Chief Legal Officer and Secretary
|
|
Exhibit 99.1
onsemi to Acquire Synaptics to Enable the Next Generation of Intelligent Systems for Physical AI
|
•
|
Accelerates onsemi’s evolution, building on its strength in power and sensing to become a leading provider of intelligent systems — expanding from AI data centers into Physical AI
|
|
•
|
Increases onsemi’s total addressable market by $30 billion to $243 billion by 2030
|
|
•
|
Positions onsemi at the intersection of Power, Sense, Connected Compute and Control — the four pillars of Physical AI — which enable machines to sense, decide, act and adapt in the physical world
|
|
•
|
Would combine complementary portfolios to drive significant customer value and deepen customer engagements
|
SCOTTSDALE, Ariz. & SAN JOSE, Calif. – June 25, 2026 – onsemi (Nasdaq: ON) and Synaptics Incorporated (Nasdaq: SYNA) today announced they have entered
into a definitive agreement under which onsemi has agreed to acquire Synaptics in an all-stock transaction, representing a total enterprise value of approximately $7 billion. The transaction value reflects a fixed exchange ratio of 1.350 shares of
onsemi common stock for each Synaptics share and represents an approximately 19% premium to the volume weighted average closing prices of onsemi and Synaptics over the last 10 trading days.
The combination would accelerate onsemi’s evolution toward global leadership in intelligent systems. By adding Synaptics’ differentiated Edge AI compute franchise and strong portfolio of human-machine interface and wireless connectivity solutions,
onsemi is expected to extend its capabilities beyond power and sensing to intelligent systems, delivering greater value to a broad range of end markets. Building on onsemi’s expertise in automotive, industrial and AI data center, the combined
platform is intended to position onsemi at the center of Physical AI, with the potential to expand onsemi’s TAM by $30 billion to $243 billion by 2030.
“As artificial intelligence moves beyond the cloud and into the physical world, including automotive and industrial, the next phase of innovation will depend on systems that can sense, decide,
act and adapt in real time,” said Hassane El-Khoury, President and CEO of onsemi. “This shift towards Physical AI will require Power, Sense, Connected Compute and Control to work together seamlessly. The addition of Synaptics helps position onsemi at
the intersection of these four pillars, enabling us to capture a significantly larger AI opportunity that extends beyond AI data center and into edge applications. This transaction would add immediate connected compute capabilities, expand our
software and ecosystem reach and position onsemi to deliver greater value as customers increasingly seek intelligent systems.”
“Today’s announcement marks an important step in accelerating Synaptics’ growth and leadership in Edge AI and Physical AI,” said Rahul Patel, Synaptics President and CEO. “Together with onsemi, we will combine Synaptics’ strengths in AI-native
compute, connectivity, and human-machine interface with onsemi’s leadership in intelligent power and sensing to offer customers integrated solutions and development platforms across every layer of the Edge AI stack, deepening customer engagement and
expanding across a greater total addressable market. The all-stock structure allows our shareholders to participate in the compelling growth and value creation opportunities ahead, and I look forward to working with the onsemi leadership team to help
realize the full value of this combination.”
Compelling Strategic and Financial Rationale
The combination is expected to deliver substantial value:
|
•
|
Enables capabilities from AI Infrastructure to Physical AI: onsemi is already well-positioned across the AI infrastructure ecosystem, from the energy grid to the data center core. This transaction
is expected to extend that reach to the intelligent edge, enabling onsemi to address additional end markets while enhancing its capabilities to become a provider of integrated, system-level solutions across Power, Sense, Connected Compute
and Control. This compelling combination would enable systems that can sense, decide, act and adapt in real time across Physical AI applications, including autonomous driving, robotics, and AR/VR.
|
|
•
|
Adds a proven, scalable Edge AI connected compute platform to onsemi: Synaptics’ Astra platform combines purpose-built AI processors and NPUs for multimodal intelligence with an industry-leading
wireless connectivity portfolio spanning Wi-Fi, Bluetooth and GPS and a full open-source software stack for rapid deployment.
|
|
•
|
Complementary portfolios designed to unlock significant revenue growth with scale: The combination of two highly complementary portfolios would allow onsemi to accelerate its innovation and product
roadmap to capture higher dollar content per platform while fostering deeper long-term customer engagement. This is anticipated to increase onsemi’s exposure to higher-value, differentiated system solutions with embedded IP and software,
supporting improved mix, margin expansion and durable growth.
|
|
•
|
Attractive financial profile: The transaction is expected to be accretive to non-GAAP EPS within 18 months of closing, with an expected $200 million in annual synergies and gross margins consistent
with onsemi’s long-term financial model. onsemi remains committed to maintaining its existing capital return policy during the pendency period.
|
Transaction Details
Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, Synaptics stockholders will receive 1.350 shares of onsemi common stock for each share of Synaptics common stock held at the time
of closing, implying pro forma ownership of approximately 12% for Synaptics stockholders on a fully diluted basis.
As part of the transaction, one member of the Synaptics Board of Directors is expected to join onsemi’s Board of Directors.
The transaction is expected to close in mid-2027, subject to approval by Synaptics stockholders, the receipt of required regulatory approvals and other customary conditions.
onsemi and Synaptics Reiterate Previously Provided Financial Outlooks
As part of today’s announcement, onsemi is reiterating its financial outlook for the second fiscal quarter of 2026 provided on May 4, 2026. Synaptics is reiterating its financial outlook for the fiscal fourth quarter of 2026 provided on May 7,
2026.
Conference Call and Webcast Information
onsemi will host a conference call for the financial community at 5:00 p.m. Eastern Daylight Time (EDT) on June 25, 2026, to discuss the transaction announcement. A live webcast and related presentation materials will be available on onsemi’s IR
site at http://www.onsemi.com. The webcast replay and presentation will be available following the call. Investors and interested parties can also access the conference call by pre-registering here.
Advisors
Morgan Stanley served as lead financial advisor to onsemi. J.P. Morgan Securities LLC also served as a financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to onsemi. Qatalyst Partners acted as exclusive
financial advisor and Baker McKenzie served as legal counsel to Synaptics.
About onsemi
onsemi (Nasdaq: ON) delivers intelligent power and sensing technologies that enable electrification, energy efficiency, safety, and automation across automotive, industrial, and AI data center end-markets. With a highly differentiated and
innovative product portfolio, onsemi helps customers solve complex challenges to achieve higher efficiency, improved performance, and lower system cost, while supporting a safer, cleaner, and more energy‑efficient world. The company is part of the
S&P 500® index. Learn more at www.onsemi.com.
About Synaptics Incorporated
Synaptics (Nasdaq: SYNA) is driving innovation in AI at the Edge, bringing AI closer to end users and transforming how we engage with intelligent connected devices, whether at home, at work, or on the move. As a go-to partner for forward-thinking product innovators, Synaptics powers the future with its cutting-edge Synaptics Astra™ AI-Native embedded compute, wireless connectivity, and multimodal sensing solutions. We’re making the digital experience smarter, faster, more intuitive, secure, and seamless. From touch, display, and biometrics to AI-driven wireless connectivity, video, vision, audio, speech, and security processing, Synaptics is a force behind the next generation of technology enhancing how we live, work, and play.
Contact Information
onsemi
Parag Agarwal
Vice President - Investor Relations & Corporate Development
onsemi
(602) 244-3437
investor@onsemi.com
Vice President - Investor Relations & Corporate Development
onsemi
(602) 244-3437
investor@onsemi.com
Krystal Heaton
Director, Head of Public Relations
onsemi
(480) 242-6943
Krystal.Heaton@onsemi.com
Director, Head of Public Relations
onsemi
(480) 242-6943
Krystal.Heaton@onsemi.com
Synaptics
Munjal Shah
Vice President – Investor Relations
Synaptics
(408) 518-7639
munjal.shah@synaptics.com
Neeta Shenoy
Vice President, Marketing
Synaptics
(408) 518-7826
(408) 518-7826
neeta.shenoy@synaptics.com
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.
Exhibit 99.2
Exhibit 99.3
The following social media posts by Synaptics Incorporated and Rahul Patel, the Chief Executive
Officer of Synaptics Incorporated, were made available on June 25, 2026.
Corporate Social Posts
Corporate LinkedIn Post
We're excited to announce that Synaptics has entered into a definitive agreement to be acquired by onsemi, a global leader in intelligent power and sensing technology,
with a strong position across AI data centers, industrial, and automotive applications.
The combination brings together Synaptics’ differentiated portfolio of Edge AI compute, connectivity, and human-machine interface solutions with onsemi’s leadership in
intelligent power and sensing. Together, we will be able to offer customers integrated solutions and development platforms across every layer of the Edge AI stack, deepening customer engagement and expanding across a greater total addressable
market.
For more information, read here: https://www.globenewswire.com/news-release/2026/06/25/3317941/0/en/onsemi-to-acquire-synaptics-to-enable-the-next-generation-of-intelligent-systems-for-physical-ai.html
LinkedIn Post for Rahul
Today is a historic day for Synaptics as we announced that we have entered into a definitive agreement to be acquired by onsemi.
This transaction marks an important step in accelerating Synaptics’ growth and leadership in Edge AI and Physical AI. Together with onsemi, we will combine Synaptics’
strengths in AI-native compute, connectivity, and human-machine interface with onsemi’s leadership in intelligent power and sensing to offer customers integrated solutions and development platforms across every layer of the Edge AI stack, deepening
customer engagement and expanding across a greater total addressable market.
This is an incredibly exciting step forward for Synaptics, and I’m so proud of the #OneSynaptics team that has made this moment possible through their commitment and hard
work! Excited for what comes next for Synaptics.
Learn more here: https://www.globenewswire.com/news-release/2026/06/25/3317941/0/en/onsemi-to-acquire-synaptics-to-enable-the-next-generation-of-intelligent-systems-for-physical-ai.html
Corporate Instagram Post
We're excited to announce that Synaptics has entered into a definitive agreement to be acquired by onsemi.
Together, we will be able to offer customers integrated solutions and development platforms across every layer of the Edge AI stack, deepening customer engagement and
expanding across a greater total addressable market.
We look forward to joining the @onsemi team as we accelerate our growth and leadership in Edge AI and Physical AI.
Learn more at the link in our bio.
Corporate X Post
We're excited to announce that Synaptics has entered into a definitive agreement to be acquired by @onsemi. We look forward to joining the onsemi team as we accelerate
our growth and leadership in Edge AI and Physical AI.
Learn more here: https://www.globenewswire.com/news-release/2026/06/25/3317941/0/en/onsemi-to-acquire-synaptics-to-enable-the-next-generation-of-intelligent-systems-for-physical-ai.html
Corporate WeChat Post
Synaptics has entered into a definitive agreement to be acquired by onsemi
We're excited to announce that Synaptics has entered into a definitive agreement to be acquired by onsemi, a global leader in intelligent power and sensing technology,
with a strong position across AI data centers, industrial, and automotive applications.
The combination brings together Synaptics’ differentiated portfolio of Edge AI compute, connectivity, and human-machine interface solutions with onsemi’s leadership in
intelligent power and sensing. Together, we will be able to offer customers integrated solutions and development platforms across every layer of the Edge AI stack, deepening customer engagement and expanding across a greater total addressable
market.
Learn more here: https://www.globenewswire.com/news-release/2026/06/25/3317941/0/en/onsemi-to-acquire-synaptics-to-enable-the-next-generation-of-intelligent-systems-for-physical-ai.html
Corporate Facebook Post
We're excited to announce that Synaptics has entered into a definitive agreement to be acquired by onsemi, a global leader in intelligent power and sensing technology,
with a strong position across AI data centers, industrial, and automotive applications.
The combination brings together Synaptics’ differentiated portfolio of Edge AI compute, connectivity, and human-machine interface solutions with onsemi’s leadership in
intelligent power and sensing. Together, we will be able to offer customers integrated solutions and development platforms across every layer of the Edge AI stack, deepening customer engagement and expanding across a greater total addressable
market.
Learn more: https://www.globenewswire.com/news-release/2026/06/25/3317941/0/en/onsemi-to-acquire-synaptics-to-enable-the-next-generation-of-intelligent-systems-for-physical-ai.html
#EdgeAI #PhysicalAI #IndustrialIoT #Robotics #ArtificialIntelligence
Corporate Weibo Post
We're excited to announce that Synaptics has entered into a definitive agreement to be acquired by onsemi.
The combination brings together Synaptics’ differentiated portfolio of Edge AI compute, connectivity, and human-machine interface solutions with onsemi’s leadership in
intelligent power and sensing. Together, we will be able to offer customers integrated solutions and development platforms across every layer of the Edge AI stack, deepening customer engagement and expanding across a greater total addressable
market.
Learn more: https://www.globenewswire.com/news-release/2026/06/25/3317941/0/en/onsemi-to-acquire-synaptics-to-enable-the-next-generation-of-intelligent-systems-for-physical-ai.html
Exhibit 99.4
The following is the text of an e-mail sent by the CEO of Synaptics Incorporated to employees of
Synaptics Incorporated on June 25, 2026.
All-Employee Email from Rahul
Subject: Announcement: Proposed acquisition by onsemi
Team #OneSynaptics,
I’m excited to share an important milestone in Synaptics’ journey.
Today, we announced (https://www.globenewswire.com/news-release/2026/06/25/3317941/0/en/onsemi-to-acquire-synaptics-to-enable-the-next-generation-of-intelligent-systems-for-physical-ai.html)
that Synaptics has entered into an agreement to be acquired by onsemi, a global leader in intelligent power and sensing technologies, in an all-stock transaction.
This combination brings together four decades of innovation at Synaptics with onsemi’s deep history in semiconductors to create a stronger company with enhanced scale.
Since our founding, Synaptics has consistently evolved with the markets by anticipating technology shifts and capturing new opportunities. This transaction represents an important next step in accelerating our growth in Edge AI and Physical AI.
I want to begin by sincerely thanking the entire Synaptics team. Your hard work, innovation, and dedication have made this milestone possible.
Accelerating Our Growth
At its core, this transaction is about growth, scale, and opportunity.
onsemi and Synaptics share a common vision of delivering intelligent system solutions for customers. By combining Synaptics’ differentiated Edge AI compute franchise and
strong portfolio of human-machine interface and wireless connectivity solutions with onsemi’s leadership in intelligent power and sensing, we will offer customers integrated solutions and development platforms across every layer of the Edge AI
stack, deepening customer engagement and expanding across a greater total addressable market.
A key advantage of this combination is scale. onsemi’s extensive industrial distribution network, global customer relationships, and manufacturing capabilities will help
accelerate our growth and enhance profitability. While Synaptics had already begun investing to expand sales and distribution reach, achieving comparable scale independently would have required considerable time and resources.
Just as importantly, this combination creates additional opportunities for our employees. Joining a large organization often brings expanded career pathways, greater
organizational resources and capabilities, and increased opportunities to innovate.
What Happens Next
Today’s announcement does not change our day-to-day responsibilities or reporting structure. We remain focused on executing our strategy, delivering for our customers,
and advancing our product roadmaps.
We expect the transaction to close in mid-2027, subject to approval by Synaptics shareholders, the receipt of required regulatory approvals, and other customary closing
conditions. Until then, onsemi and Synaptics will continue to operate as separate, independent companies.
To discuss today’s announcement, we will host two All-Hands meetings. As tomorrow is an Unplugged Day and we want to respect the opportunity for our teams to disconnect,
rest, and recharge, we are holding these early next week at the following times:
| • |
Session 1: June 28, 2026 at 8:00 pm PT
|
| • |
Session 2: June 29, 2026 at 9:00 am PT
|
Please join whichever session is most convenient for your time zone. Calendar details will follow shortly.
We have also attached an FAQ addressing many of the questions you may have. While we may not have all the answers immediately, we are committed to being transparent and
timely in our communications.
Thank you again for your continued focus and commitment to Synaptics. The opportunities ahead are exciting, and I am confident our best days are still ahead.
Best regards,
Rahul
Note: In accordance with our corporate policy, if you receive any media inquiries, please do not respond and direct them to Neeta Shenoy
at neeta.shenoy@synaptics.com. All investor inquiries should be forwarded to Munjal Shah at munjal.shah@synaptics.com.
Appendix
Do:
| • |
Rely only on official Synaptics communications for updates.
|
| • |
Stay focused on day-to-day business by continuing to execute your role, deliver on commitments, and support our customers, partners, and suppliers.
|
| • |
Protect confidential information and follow our existing policies for handling sensitive or material information.
|
Don’t:
| • |
Speculate or spread rumors about the transaction, roles, organizational structure, or future plans.
|
| • |
Speak externally on behalf of the company unless you are authorized and have approved guidance.
|
| • |
Share non-public or forward-looking information, including financial details, undisclosed deal terms, or integration plans that have not been finalized.
|
| • |
Reach out to onsemi employees outside the normal course of business unless you are specifically authorized to do so.
|
| • |
Post opinions or commentary on social media or use informal channels to discuss the transaction.
|
| • |
Pause or slow critical workstreams unless you are explicitly directed to do so.
|
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.
Exhibit 99.5
The following is an FAQ made available to employees of Synaptics Incorporated on June 25, 2026.
 |
Employee FAQ
| 1. |
What does the announcement mean for Synaptics employees?
|
| • |
This transaction reflects the strength of Synaptics’ business, technology portfolio, growth prospects, and the significant opportunity we see for our business.
|
| • |
Joining a large organization often brings expanded career pathways, greater organizational resources and capabilities, and increased opportunities to innovate.
|
| • |
This announcement does not change our day-to-day responsibilities or reporting structure. Until the transaction closes, onsemi and Synaptics will continue to operate as
separate and independent companies.
|
| 2. |
What was announced?
|
| • |
Synaptics has entered into a definitive agreement to be acquired by onsemi in an all-stock transaction.
|
| • |
The combination brings together Synaptics’ differentiated Edge AI compute, connectivity, and human-machine interface solutions with onsemi's leadership in intelligent
power and sensing.
|
| • |
Together, we will be able to offer customers integrated solutions and development platforms across every layer of the Edge AI stack, deepening customer engagement and
expanding across a greater total addressable market.
|
| 3. |
Who is onsemi? What is its mission and culture? Why is onsemi the right partner?
|
| • |
onsemi is a global leader in intelligent power and sensing technology, with a strong position across AI data centers, industrial, and automotive applications.
|
| • |
onsemi’s intelligent power and sensing technologies are highly complementary to Synaptics’ differentiated Edge AI compute, connectivity, and human-machine interface
solutions.
|
| • |
onsemi is headquartered in Scottsdale, AZ, with design centers, manufacturing facilities, sales offices, and support locations around the world.
|
| • |
onsemi and Synaptics share a common vision to develop integrated intelligent systems for customers.
|
| • |
We are confident that our strong cultural alignment and shared commitment to innovation will be key to our mutual success.
|
| 4. |
What are the benefits of the transaction? Why are we agreeing to the acquisition?
|
| • |
The transaction reflects the strength of what Synaptics has built over the years and the compelling path forward we see for our business.
|
| • |
onsemi’s extensive industrial distribution network, global customer relationships, and manufacturing capabilities will help accelerate our growth and enhance
profitability.
|
| • |
By combining Synaptics’ differentiated Edge AI compute, connectivity, and human-machine interface solutions with onsemi’s leadership in intelligent power and sensing, the
combined company will become a leading provider of intelligent systems.
|
| • |
Together, we will be well positioned to deliver innovative, intelligent, higher-performance and energy-efficient systems to customers.
|
| 5. |
When is the transaction expected to close?
|
| • |
We expect the transaction to close in mid-2027, subject to approval by Synaptics shareholders, the receipt of required regulatory approvals, and other customary closing
conditions. Until then, onsemi and Synaptics will continue to operate as separate, independent companies.
|
| 6. |
Will Synaptics’ strategy change?
|
| • |
This transaction complements and accelerates our existing strategy.
|
| • |
Synaptics and onsemi share a common vision of delivering intelligent system solutions for customers.
|
| • |
We will continue to focus on attractive growth markets in Edge AI and Physical AI.
|
| • |
We expect to accelerate our sales and distribution channel expansion.
|
| 7. |
What is onsemi’s long-term strategy and how does Synaptics fit into that strategy?
|
| • |
onsemi sees Connected Compute as an important pillar of Physical AI along with Power, Sense, and Control.
|
| • |
Synaptics’ leadership in compute and connectivity, as well as the company’s innovation in human-machine interface solutions, are key to providing intelligent systems.
|
| 8. |
Will Synaptics keep its name and brand?
|
| • |
Details about Synaptics’ name and brand will be determined after the transaction closes, which we expect to occur in mid-2027.
|
| • |
Until then, onsemi and Synaptics will continue to operate as separate and independent companies, and it is business as usual.
|
| 9. |
Will there be layoffs or changes to the organizational structure? How will Synaptics be integrated?
|
| • |
At its core, this transaction is about growth, scale, and opportunity.
|
| • |
We are not expecting any immediate changes to our organizational structure as a result of this announcement.
|
| • |
Until the transaction closes, onsemi and Synaptics will continue to operate as separate and independent companies.
|
| • |
As we move through the process, we are committed to keeping employees informed.
|
| • |
In the meantime, it’s important that we all remain focused on executing our strategic priorities with discipline and continuing to deliver the innovation and quality our
customers expect from Synaptics.
|
| • |
As always, we encourage you to talk with your Functional SET Leader if you have any questions.
|
| 10. |
Will my compensation and benefits change?
|
| • |
There are no changes at this time to existing Synaptics employee compensation or benefits as a result of today's announcement.
|
| • |
Until the transaction closes, onsemi and Synaptics will continue to operate as separate and independent companies.
|
| • |
As a large global employer, onsemi offers a comprehensive and market-competitive Total Rewards program, including compensation, benefits, time off, and wellness programs.
|
| 11. |
Will my job/team/business unit/department change?
|
| • |
This is just the first step in our journey, and there is a lot of exciting work ahead of us.
|
| • |
Until the transaction closes, onsemi and Synaptics will continue to operate as separate and independent companies.
|
| • |
We’ll be sure to keep you updated on the latest developments throughout the process.
|
| 12. |
What will happen to Synaptics’ management team following the transaction?
|
| • |
While it is still early in the process and many decisions have not yet been made, both companies are committed to thoughtful integration planning that positions the
combined company for long-term success.
|
| 13. |
Will Rahul remain as our CEO? What will his role be in the combined company?
|
| • |
Rahul remains our CEO and is focused on leading Synaptics through the signing-to-close process and supporting a successful integration.
|
| • |
Rahul is excited about the future of the combined company and the opportunities this transaction creates for employees, customers, and shareholders.
|
| • |
It is still early in the process, and decisions regarding specific post-close leadership roles have not yet been made.
|
| 14. |
How will Synaptics fit into onsemi’s structure?
|
| • |
At the appropriate time, a team of leaders from both onsemi and Synaptics will be assembled to work through integration planning.
|
| • |
Until the transaction closes, onsemi and Synaptics will continue to operate as separate and independent companies.
|
| 15. |
What will happen to Synaptics’ headquarters, offices, and facilities following the transaction? Will employees have to relocate or change offices?
|
| • |
There may be changes down the road, but we do not expect major changes, if any, until after the transaction closes.
|
| • |
onsemi is a global company with a significant presence across major technology, engineering, and manufacturing hubs around the world.
|
| 16. |
How does this affect recruitment for current open positions?
|
| • |
We don’t anticipate any changes to our current recruitment goals, and we plan to continue hiring and filling open positions, subject to our interim covenant obligations
under the Merger Agreement.
|
| 17. |
What will happen with my stock?
|
| • |
At the closing, each share of Synaptics stock that you own will be automatically converted into 1.350 shares of onsemi stock.
|
| 18. |
What will happen to unvested RSUs?
|
| • |
Any time-vested RSUs you hold which are unvested as of the closing of the transaction will be converted into RSUs on onsemi stock based on the overall exchange ratio used
for the transaction and those converted RSUs will continue to vest and settle in the normal course based on your original service vesting schedule.
|
| 19. |
When can I trade my Synaptics stock?
|
| • |
If you participated in the transaction and have access to material non-public information about Synaptics or onsemi that has not been disclosed, then you should not trade
in Synaptics or onsemi securities.
|
| • |
Employees who did not participate in the transaction may trade freely in Synaptics securities; provided they are not in possession of material non-public information or
otherwise subject to the Insider Trading Policy. Please contact the Chief Legal Officer if you have any questions about your ability to trade.
|
| 20. |
Would I be eligible for a bonus and RSU grant for this fiscal year?
|
| • |
It is expected that RSUs for the upcoming grant cycle will be issued in the normal course.
|
| 21. |
How is onsemi thinking about integration? How long will integration take after the transaction closes?
|
| • |
This announcement is just the first step in uniting onsemi and Synaptics.
|
| • |
At the appropriate time, a team of leaders from both onsemi and Synaptics will be assembled to work through integration planning.
|
| 22. |
Should I start reaching out to my onsemi counterparts?
|
| • |
No. Until the transaction closes, Synaptics and onsemi will run as independent companies.
|
| • |
Integration planning and communications will be coordinated through designated teams at the appropriate time.
|
| • |
We will provide guidance and notify employees when and how broader engagement with onsemi teams should occur.
|
| • |
Reach out to your manager or SET leadership for any questions.
|
| 23. |
What should I do if they reach out to me?
|
| • |
Please inform your manager or SET leadership if someone reaches out.
|
| • |
Senior leadership will coordinate and communicate at the appropriate time.
|
| 24. |
What does this mean for our customers?
|
| • |
Both Synaptics and onsemi have a deep customer focus.
|
| • |
Serving our customers is our top priority, and we all should continue to be committed to this goal.
|
| • |
As we look to the future of our combined company, we expect customers to have access to broader solutions and differentiated technology capabilities and to benefit from
accelerated innovation enabled by scaled R&D and expanded technology roadmaps.
|
| 25. |
What is the customer communication plan? What should I tell customers who ask about this announcement?
|
| • |
Many of our senior customer-facing leaders are calling our customers directly to share the news and answer any questions.
|
| • |
Securities and Exchange Commission (SEC) rules restrict what we can communicate about the transaction.
|
| • |
You should direct anyone, including customers and others, to review publicly filed announcements relating to the transaction.
|
| • |
If you receive any further questions, please direct them to your SET leadership.
|
| • |
You can reassure customers that we remain focused on delivering the innovative, high-quality products and solutions our customers have come to expect.
|
| 26. |
What happens next?
|
| • |
We expect the transaction to close in mid-2027, subject to approval by Synaptics shareholders, the receipt of required regulatory approvals, and other customary closing
conditions.
|
| • |
Until then, onsemi and Synaptics will continue to operate as separate and independent companies.
|
| • |
While we may not have all the answers immediately, we are committed to being transparent and timely in our communications.
|
| 27. |
How should we handle contract renewals between now and close?
|
| • |
Until the transaction closes, it is business as usual. onsemi and Synaptics will continue to operate as separate and independent companies.
|
| • |
We should execute contract renewals in the normal course of business.
|
| • |
Please reach out to your SET leadership and Legal for any questions.
|
| 28. |
Can I talk about this with my friends and family or post on social media?
|
| • |
We encourage you to direct friends and family to read the announcement press release should they be interested in the news.
|
| • |
As a public company, there are strict SEC rules that govern what and how we are able to share information on social media about this transaction.
|
| • |
It is okay to repost or “like” information posted by the Official Company Social Media Accounts. For additional information, please refer to the Synaptics social media
policy.
|
| • |
However, employees should refrain from generating new content or commenting about the announcement so that we can all comply with SEC rules.
|
| • |
We should avoid commenting on the strategic rationale for the acquisition or speculating about any future plans or changes.
|
| 29. |
What if someone from media or outside of Synaptics reaches out about the transaction?
|
| • |
Please direct any investor questions to Munjal Shah at munjal.shah@synaptics.com.
|
| • |
Please direct any media inquiries to Neeta Shenoy at neeta.shenoy@synaptics.com.
|
| 30. |
Where can I get updates and find more information?
|
| • |
We have established a dedicated page covering the transaction on our intranet.
|
| • |
As always, we encourage you to talk with your Functional SET Leader if you have any questions.
|
| • |
We will keep you informed and provide relevant updates as appropriate.
|
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.
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.
Exhibit 99.6
The following is the text of an e-mail sent by Synaptics Incorporated to customers of Synaptics
Incorporated on June 25, 2026.
Customer Email
Subject: Today’s Announcement: A New Chapter for
Synaptics
Dear [INSERT CUSTOMER NAME / Valued Customer],
Today, we announced that Synaptics has entered into a definitive agreement to be acquired by onsemi, a global leader in intelligent power and sensing technology with a
strong position across AI data centers, industrial, and automotive applications. You can read more about the transaction in the press release here (https://www.globenewswire.com/news-release/2026/06/25/3317941/0/en/onsemi-to-acquire-synaptics-to-enable-the-next-generation-of-intelligent-systems-for-physical-ai.html).
This transaction is about growth, scale, and opportunity. onsemi and Synaptics share a common vision of delivering intelligent system solutions for customers. The combination brings together Synaptics’ differentiated portfolio of Edge AI compute, connectivity, and human-machine interface solutions with onsemi’s leadership in intelligent power and sensing. Together, we will be able to offer customers integrated solutions and development platforms across every layer of the Edge AI stack, deepening customer engagement and expanding across a greater total addressable market.
This transaction is about growth, scale, and opportunity. onsemi and Synaptics share a common vision of delivering intelligent system solutions for customers. The combination brings together Synaptics’ differentiated portfolio of Edge AI compute, connectivity, and human-machine interface solutions with onsemi’s leadership in intelligent power and sensing. Together, we will be able to offer customers integrated solutions and development platforms across every layer of the Edge AI stack, deepening customer engagement and expanding across a greater total addressable market.
Until the transaction closes, which we expect to occur in mid-2027, Synaptics and onsemi will continue to operate as independent companies. Our focus remains unchanged:
supporting our customers, delivering on our technology roadmap, and providing the service, technical expertise, and partnership you expect from Synaptics.
Your Synaptics contacts remain unchanged, and all ongoing engagements will continue as planned.
Thank you for your continued partnership and trust. If you have additional questions, please reach out to your usual Synaptics point of contact.
Sincerely,
[NAME]
[TITLE]
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.
Exhibit 99.7
The following is the text of an e-mail sent by Synaptics Incorporated to industry partners of
Synaptics Incorporated on June 25, 2026.
Industry Partner Email
Subject: Today’s Announcement: A New Chapter for Synaptics
Dear [INSERT PARTNER NAME / Valued Partner],
Today, we announced that Synaptics has entered into a definitive agreement to be acquired by onsemi, a global leader in intelligent power and sensing technology, with a
strong position across AI data centers, industrial, and automotive applications. You can read more about the transaction in the press release here (https://www.globenewswire.com/news-release/2026/06/25/3317941/0/en/onsemi-to-acquire-synaptics-to-enable-the-next-generation-of-intelligent-systems-for-physical-ai.html).
This transaction is about growth, scale, and opportunity. onsemi and Synaptics share a common vision of delivering intelligent system solutions for customers. The
combination brings together Synaptics’ differentiated portfolio of Edge AI compute, connectivity, and human-machine interface solutions with onsemi’s leadership in intelligent power and sensing. Together, we will be able to offer customers
integrated solutions and development platforms across every layer of the Edge AI stack, deepening customer engagement and expanding across a greater total addressable market.
Until the transaction closes, which we expect to occur in mid-2027, Synaptics and onsemi will continue to operate as independent companies. Our team remains focused on
partnering with you to deliver the innovation, quality, and customer experience that define Synaptics.
Your Synaptics contacts remain unchanged, and all ongoing engagements will continue as planned.
Thank you for your continued partnership and trust. If you have additional questions, please contact your usual Synaptics point of contact.
Sincerely,
[NAME]
[TITLE]
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.
Exhibit 99.8
The following is the text of an e-mail sent by Synaptics Incorporated to suppliers of Synaptics
Incorporated on June 25, 2026.
Supplier Email
Subject: Today’s Announcement: A New Chapter for Synaptics
Dear [INSERT SUPPLIER NAME / Valued Supplier],
Today, we announced that Synaptics has entered into a definitive agreement to be acquired by onsemi, a global semiconductor leader in intelligent power and sensing
technology with a strong position across AI data centers, industrial, and automotive applications. You can read more about the transaction in the press release here (https://www.globenewswire.com/news-release/2026/06/25/3317941/0/en/onsemi-to-acquire-synaptics-to-enable-the-next-generation-of-intelligent-systems-for-physical-ai.html).
This transaction is about growth, scale, and opportunity. onsemi and Synaptics share a common vision of delivering intelligent system solutions for customers. The
combination brings together Synaptics’ differentiated portfolio of Edge AI compute, connectivity, and human-machine interface solutions with onsemi’s leadership in intelligent power and sensing. Together, we will be able to offer customers
integrated solutions and development platforms across every layer of the Edge AI stack, deepening customer engagement and expanding across a greater total addressable market.
Until the transaction closes, which we expect to occur in mid-2027, Synaptics and onsemi will continue to operate as independent companies, and Synaptics’ operations with
[INSERT SUPPLIER NAME] will proceed as planned. Your partnership remains essential to delivering our roadmap with your technology, and we are counting on your support to continue
the growth and success we have built together.
Your Synaptics contacts remain unchanged.
If you have any questions, please contact your usual Synaptics point of contact. Thank you for your continued partnership and trust.
Sincerely,
[NAME]
[TITLE]
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 Synaptics (SYNA) announce with onsemi in this 8-K?
Synaptics announced a definitive all-stock merger agreement with onsemi. Synaptics will become an indirect, wholly owned onsemi subsidiary, with each Synaptics share exchanged for onsemi stock, subject to shareholder and regulatory approvals and other customary closing conditions.
When is the onsemi–Synaptics merger expected to close?
The companies currently expect the transaction to close in mid‑2027. Closing is conditioned on approval by Synaptics stockholders, receipt of required regulatory and antitrust clearances, effectiveness of onsemi’s Form S‑4 registration statement, and satisfaction of other customary conditions.
Are there termination fees associated with the onsemi acquisition of Synaptics (SYNA)?
Yes. Synaptics must pay onsemi a $235 million termination fee in specified circumstances, such as certain superior proposal scenarios. onsemi must pay Synaptics a $320 million regulatory termination fee if the deal is terminated in certain cases tied to failure to obtain regulatory approvals by the end date.
What financial profile is highlighted for the combined onsemi–Synaptics business?
Investor materials cite combined $7.8 billion 2026 revenue based on consensus estimates, with targeted $200 million annual synergies and non‑GAAP EPS accretion within 18 months of closing. Pro forma net debt is about $1.2 billion, or 0.6x net debt to LTM adjusted EBITDA.