ON | SYNA ON to Acquire SYNA in ~$7B All-Stock Transaction; Combination Designed to Address/Capture the “Four Pillars” of Physical AI

研报英文原文证据摘录

ON | SYNA ON to Acquire SYNA in ~$7B All-Stock Transaction; Combination Designed to Address/Capture the “Four Pillars” of Physical AI

J P M O R G A N North America Equity Research

26 June 2026

ON | SYNA

ON to Acquire SYNA in ~$7B All-Stock Transaction;

Combination Designed to Address/Capture the “Four

Pillars” of Physical AI

Due to J.P. Morgan Securities LLC and/or its affiliates acting as financial advisor Semiconductors & Semiconductor

to Onsemi (ON) in connection with its acquisition of Synaptics Incorporated Capital Equipment / IT Hardware

(SYNA) as announced on June/25/2026, we previously suspended our rating and Harlan Sur AC

price target for ON and SYNA. (1-415) 315-6700

harlan.sur@jpmorgan.com

Yesterday, Onsemi and Synaptics announced a definitive agreement under which Mayur Ramdhani

ON would acquire SYNA in an all-stock transaction representing a total enterprise (1-212) 622-1664

mayur.ramdhani@jpmorgan.com

value of approximately $7B. Per the terms of the agreement, SYNA shareholders J.P. Morgan Securities LLC

will receive 1.35 shares of ON common stock for each SYNA share held at closing,

implying a ~19% premium to the stock’s 10-day VWAP. Pro-forma ownership at

close would be approximately 88%/12% ON/SYNA on a fully diluted basis. The

transaction is expected to close in mid-CY27, subject to approval by SYNA

shareholders, the receipt of required regulatory approvals (incl. China, per mgmt),

and other customary closing conditions. Mgmt noted that the strategic rationale for

the combination centers on positioning the combined company at the intersection

of what was characterized as the “four pillars of Physical AI” - Power, Sense,

Connected Compute, and Control - extending ON’s existing strengths in power and