On Semicondcutor to Buy Synaptics for Cash, not Stock, in Downsized Deal

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ON Semiconductor will acquire Synaptics for cash rather than stock in a downsized deal, according to an amended agreement between the two companies.

ON said Thursday that it will pay $123 a share for Synaptics, giving the deal a value of around $5.7 billion, according to the company.

The company previously agreed in June to issue 1.35 shares for each share of Synaptics, in a deal then valued at about $7 billion. ON shares closed at $118.74 on June 25, the day of the announcement, but have since fallen to around $80 a share. The revised deal comes after Synaptics received an offer from another bidder.

“As was the case when we initially announced the acquisition, Synaptics addresses an important aspect of our strategic direction, and we believe the revised merger agreement represents a more financially attractive transaction for our shareholders,” Chief Executive Officer Hassane El-Khoury said Thursday

Under the new terms, ON now expects the deal to be immediately accretive to adjusted earnings per share, El-Khoury said.

He added that ON identified incremental opportunities for revenue synergies and insourcing, beyond the initial expectation for $200 million in annual run-rate synergies.

The amended merger agreement also removes a requirement that ON Semiconductor appoints a member of Synaptics’ board of directors to its own board.

ON Semiconductor also said it had agreed to borrow up to $2.45 billion in a senior secured term loan from Morgan Stanley to fund a portion of the acquisition.

Synaptics shares surged 14.9% to $121.96 in after-hours trading on Thursday. Shares of ON Semiconductor jumped 6.8% to $85.50.

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