Markdown edition

# Synaptics proxy traces a rival bid before onsemi’s $123 cash deal

> Synaptics’ proxy traces the competing proposal behind onsemi’s $123 cash offer. Bloomberg identifies the unnamed bidder as Cirrus Logic through confidential sources.

By BIG CHANGE Editorial

Published: 2026-10-10T18:26:16.956Z
Updated: 2026-10-10T18:26:16.956Z
Canonical: https://bigchange.ai/blog/synaptics-rival-bid-onsemi-123-cash-deal

![Conceptual illustration of unbranded integrated circuits in an antistatic tray beside a silicon wafer on a workbench.](https://bigchange.ai/api/media/file/synaptics-chip-inspection-hero-v1.png)
AI-generated conceptual illustration by BIG CHANGE. Generic chip packages and a wafer illustrate the semiconductor context; they do not depict a Synaptics, onsemi or Cirrus product, an actual bid, a signed agreement or market prices.

Synaptics’ [October 8 preliminary proxy](https://www.sec.gov/Archives/edgar/data/817720/000114036126039142/ny20081083x1_prem14a.htm) lays out how an unnamed bidder challenged its planned sale to onsemi. The bidder, called “Party A” in the filing, offered cash and stock. Synaptics negotiated with it, and onsemi responded by changing its own offer to $123 a share in cash. [Bloomberg reported on October 9](https://news.bloombergtax.com/mergers-and-acquisitions/cirrus-logic-is-said-to-have-bid-for-synaptics-after-onsemi-deal), citing people familiar with the matter, that Party A was Cirrus Logic. The proxy itself does not identify the company.

For Synaptics shareholders, the record explains why the highest quoted price was not the one the board chose. Party A’s final proposal had a higher value at the share price used in the board’s September 29 comparison, but about half its consideration was stock. The board favored onsemi’s fixed cash amount and its assessment of the two deals’ prospects for completion. Those are the board’s reasons as disclosed in the proxy, not a guarantee that the onsemi transaction will close.

## The big change

- **What changed:** An unsolicited cash and stock proposal led onsemi to replace its June stock deal with a $123 a share cash agreement. The preliminary proxy shows the competing proposals and the board’s decision; Bloomberg identifies the unnamed bidder as Cirrus Logic through confidential sources.
- **Why it matters:** Shareholders now face a fixed cash offer rather than the changing value of onsemi shares. The proxy also shows why Synaptics weighed deal certainty and the stock portion of Party A’s proposal alongside its quoted price.
- **What to watch:** Synaptics still needs a shareholder vote and other closing conditions. Bloomberg’s sources said it was unclear whether Cirrus remained interested in a deal as of the October 9 report.

## How the offers changed

Onsemi and Synaptics agreed to an all stock merger in June. Under that agreement, Synaptics shareholders would have received 1.35 onsemi shares for each Synaptics share, so the implied value moved with onsemi’s stock price. Onsemi’s [October 1 announcement](https://investor.onsemi.com/news-releases/news-release-details/onsemi-and-synaptics-announce-revised-merger-agreement) said the amended agreement followed a review of an unsolicited competing proposal. It did not name the other party.

The acquisition also sits in onsemi’s AI chip plans. In that announcement, onsemi said Synaptics would complement its AI data center business and add sensing and connected compute products. Those are the buyer’s stated strategic reasons; the proxy’s new evidence concerns how the companies negotiated the price and payment terms.

The October 8 proxy gives a much fuller account. Party A had approached Synaptics earlier in 2026, then delivered a new outside proposal after the June onsemi agreement. Synaptics notified onsemi of that proposal on September 2. During September, Synaptics and Party A exchanged deal documents, discussed financing and conducted due diligence. The board and a special committee considered both the price and the conditions attached to a possible Party A transaction.

On September 20, Synaptics gave onsemi notice that its board had determined Party A’s revised offer was a “Superior Proposal” under the existing merger agreement. Onsemi responded on September 24 with an offer of $120 a share, entirely in cash. Party A raised its proposal on September 27 to $62.50 in cash plus a fixed amount of its shares. Based on that bidder’s September 25 closing stock price, Synaptics calculated a value of $130.85 a share. That figure was an implied value at a particular market price, not a fixed cash payment.

On September 29, onsemi increased its cash offer to $123 a share. At the board meeting that evening, advisers calculated Party A’s revised proposal at about $131.36 a share using that day’s closing share price; roughly 48% was cash and 52% stock. The board chose onsemi’s offer. In the proxy’s account, directors weighed the possible movement in Party A’s share price, the need for a Party A shareholder vote and other conditions against the cash value and progress already made on the onsemi deal. The companies signed the amended onsemi agreement on October 1.

## What the filing establishes, and what it leaves open

The proxy is a company account of the negotiations and the board’s reasons. It establishes that Synaptics received and evaluated Party A’s proposals and that onsemi revised its terms during that process. It does not establish Party A’s public identity. Bloomberg’s identification of Cirrus rests on people familiar with private discussions, who were not named in the report. It remains attributed reporting, not a name supplied by Synaptics or onsemi in the cited documents.

The financial consequence is also more precise than a comparison of headline transaction totals. Onsemi said the revised deal had an aggregate value of about $5.7 billion, compared with about $7 billion for the earlier agreement. The earlier consideration was onsemi stock, whose market value changed; the revised consideration is $123 in cash per eligible Synaptics share if the merger closes. The proxy says the board viewed that certainty as important even when Party A’s mixed offer had a higher implied value on September 29. The figures are transaction terms and dated comparisons, not a forecast of either company’s shares.

Synaptics’ shareholder meeting date was blank in the preliminary proxy. Onsemi said on October 1 that it expected the deal to close by mid-2027, subject to the shareholder vote, remaining regulatory approvals and other conditions. The filing and Bloomberg report do not settle whether Cirrus will make another approach.

## Sources & further reading

- [Synaptics preliminary proxy, dated October 8, 2026](https://www.sec.gov/Archives/edgar/data/817720/000114036126039142/ny20081083x1_prem14a.htm): the primary account of Party A’s offers, the board process, onsemi’s responses and the amended merger terms. It leaves Party A unnamed.
- [onsemi and Synaptics, October 1 revised merger announcement](https://investor.onsemi.com/news-releases/news-release-details/onsemi-and-synaptics-announce-revised-merger-agreement): confirms the $123 cash agreement, stated aggregate values and proposed closing conditions. Its financial benefits are company expectations.
- [Bloomberg News, October 9 report by Liana Baker and Yiqin Shen](https://news.bloombergtax.com/mergers-and-acquisitions/cirrus-logic-is-said-to-have-bid-for-synaptics-after-onsemi-deal): attributes the identification of Cirrus Logic as Party A to people familiar with the matter and says continuing bidder interest is unclear. This identification is not confirmed by the cited filing.

## Sources

- [Synaptics preliminary proxy statement](https://www.sec.gov/Archives/edgar/data/817720/000114036126039142/ny20081083x1_prem14a.htm) — Original SEC-filed company account of the proposals and decision; leaves Party A unnamed.
- [onsemi and Synaptics Announce Revised Merger Agreement](https://investor.onsemi.com/news-releases/news-release-details/onsemi-and-synaptics-announce-revised-merger-agreement) — Company announcement of $123 all-cash terms, values and conditions.
- [Bloomberg News: Cirrus Logic Is Said to Have Bid for Synaptics After Onsemi Deal](https://news.bloombergtax.com/mergers-and-acquisitions/cirrus-logic-is-said-to-have-bid-for-synaptics-after-onsemi-deal) — Baker and Shen original reporting; anonymous-source identification of Party A and uncertainty about continued interest.