Synaptics (SYNA): onsemi’s offer turned from stock to $123 in cash after a rival approach

Anyone looking at Synaptics today is looking at a takeover. The chipmaker is being bought by onsemi, and since October 1, 2026 the agreement pays $123 per share in cash. The stock closed at $121.10 on October 2, 1.6% below the offer, and at $119.82 on October 9; its price now tracks the deal rather than the business. The deal is expected to close by mid-2027 and still needs Synaptics shareholders and other regulators; the U.S. Federal Trade Commission has already cleared it.

The original deal was announced after the close on June 25. On the next session Synaptics fell 3.7%, from $125.62 to $121.00, and onsemi fell 23.7%, from $118.74 to $90.65, on about five times its usual volume; the filings do not say why. Because Synaptics holders would have received onsemi shares, the value of the offer moved with onsemi: by our math it peaked at $132.12 on July 9, bottomed at $89.91 on September 16 and was $103.77 on September 30. The revised agreement followed negotiations that began with the approach from “Party A”, which the 8-K does not name. The cash deal values the whole company at about $5.7 billion, against about $7 billion in June. On October 2, the first session after the cash terms, Synaptics rose 14.1% from $106.15.

A $491 million loss that is mostly an accounting tax charge

Synaptics’ fiscal year ends on the last Saturday of June. In fiscal 2026 (June 29, 2025 to June 27, 2026), revenue rose to $1.20 billion from $1.07 billion, and the net loss was $490.8 million. Almost all of it is tax: the loss before taxes was $79.4 million, and the $411.4 million tax expense includes a $425.3 million non-cash “valuation allowance against U.S. deferred tax assets.” Revenue had peaked at $1.74 billion in fiscal 2022.

Insiders sold only through plans set up before the deal

All 58 insider sales in the twelve months to early October — $8.22 million — were made under 10b5-1 trading plans, and every footnote gives the plan’s date: from March 14, 2024 to February 26, 2026, all before the deal. Thirty-four sales ($5.54 million) came before the announcement and 24 ($2.68 million) after. No director sold and no insider bought on the open market. The $18.4 million of shares the company withheld to pay taxes on vesting awards are not sales.

Funds

Only five of the 38 managers held Synaptics on June 30, all quantitative or multi-strategy funds, and the positions are small. Israel Englander’s Millennium came back after selling out in the first quarter; the 13F does not say on which day of the quarter, so it cannot tell whether the shares were bought before or after the June 25 announcement. Ken Griffin’s Citadel cut 81%. Daily data is on the Synaptics page. Not investment advice.