Synaptics (SYNA) Proxy filing summary

Executive summary

• Amended merger agreement between Synaptics and onsemi provides $123 per share in cash to Synaptics shareholders, valuing the deal at approximately $5.7 billion, down from the prior $7 billion agreement.

• The revised terms follow an unsolicited competing proposal and were unanimously approved by the Synaptics Board after review with advisors.

• The transaction is expected to be immediately accretive to onsemi's non-GAAP EPS and is projected to close by mid-2027, pending shareholder and regulatory approvals.

• The deal will be financed through a combination of cash on hand and fully committed debt financing, with no financing condition to closing.

• The strategic rationale remains focused on accelerating innovation and growth in intelligent edge and AI markets.

Voting matters and shareholder proposals

• Synaptics shareholders will vote on the adoption of the amended merger agreement at a special meeting; approval by a majority of outstanding shares is required.

• Proxy materials will be filed with the SEC and distributed to shareholders, who are urged to read them carefully.

• The agreement includes provisions for potential termination fees and procedures for handling superior proposals.

Board of directors and corporate governance

• The Synaptics Board, with input from a special committee and external advisors, determined the revised onsemi offer was in the best interests of shareholders.

• The Board retains the right to change its recommendation under certain circumstances, such as receipt of a superior proposal or intervening event.