ON Semiconductor (ON) Proxy filing summary

Executive summary

• Amended merger agreement between ON Semiconductor and Synaptics sets $123 per share all-cash consideration, valuing Synaptics at approximately $5.7 billion, down from the prior $7 billion agreement.

• The revised deal follows an unsolicited competing proposal and is expected to be immediately accretive to ON Semiconductor’s non-GAAP EPS, with additional synergy opportunities identified.

• The transaction is expected to close by mid-2027, subject to Synaptics shareholder approval, regulatory clearances, and customary conditions; FTC approval has been received.

• The merger will be financed through a combination of cash on hand and a fully committed $2.45 billion senior secured term loan from Morgan Stanley.

Voting matters and shareholder proposals

• Synaptics will file a preliminary proxy statement within 10 days of the amended agreement and mail the definitive proxy to shareholders as soon as practicable.

• Synaptics shareholders will vote on the adoption of the amended merger agreement at a special meeting to be held within 30 days after SEC review is complete.

• The only required shareholder vote is a majority of Synaptics common stock outstanding; no ON Semiconductor shareholder vote is required.

Board of directors and corporate governance

• The amended agreement removes the requirement for ON Semiconductor to appoint a Synaptics board member to its board at closing.

• Both boards unanimously approved the revised agreement, determining it is in the best interests of their respective shareholders.