The Amended Merger Agreement was entered into following Synaptics’ receipt of an unsolicited Acquisition Proposal from a third party, referred to as “Party A” in onsemi’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on August 21, 2026 (the “Registration Statement”). The boards of directors of each of onsemi and Synaptics have unanimously approved the Amended Merger Agreement, including the Merger and the other transactions contemplated thereby, and have each unanimously determined that the revised transaction provided in the Amended Merger Agreement is in the best interests of their company and its respective stockholders.

 

Under the Amended Merger Agreement, each Synaptics restricted stock unit award, Synaptics performance stock unit award and Synaptics market stock unit award will be subject to the same provisions applicable thereto under the parties’ Agreement and Plan of Reorganization effective prior to entry into the Amended Merger Agreement, except that (1) the number of shares of onsemi common stock subject to each assumed and converted Synaptics restricted stock unit award, performance stock unit award and market stock unit award will be determined by multiplying the number of shares of Synaptics common stock underlying that award by a Conversion Ratio (as defined below)  and (2) each share of Synaptics common stock underlying Synaptics awards that (A) are vested but not yet settled as of immediately prior to the Effective Time, (B) by their terms become vested in connection with the closing of the transactions contemplated by the Amended Merger Agreement or (C) are held by a non-employee member of the Synaptics board of directors as of immediately prior to the Effective Time will be cancelled in exchange for payment of the Merger Consideration.

This communication relates to onsemi’s proposed acquisition of Synaptics and includes “forward-looking statements,” as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated in this document could be deemed forward-looking statements, particularly statements about the future financial performance of onsemi. Forward-looking statements can often be identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “should,” “targets,” “will,” or “would,” or similar expressions or by discussions of strategy, plans or intentions. All forward-looking statements in this document are made based on onsemi’s current expectations, forecasts, estimates and assumptions, all of which are subject to change, and involve risks and uncertainties, which, along with other factors, could cause results or events to differ materially from those expressed in the forward-looking statements. These factors include, but are not limited to, the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from regulators or the stockholders of Synaptics for the transaction are not obtained; litigation relating to the transaction; uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; risks that the proposed transaction disrupts the current plans and operations of onsemi, including restrictions during the pendency of the transaction that may impact the ability to pursue certain business opportunities or strategic transactions; the ability of onsemi to retain and hire key personnel; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; legislative, regulatory and economic developments; and unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as onsemi’s response to any of the aforementioned factors. Certain additional factors that could affect onsemi’s future results or events are described under Part I, Item 1A “Risk Factors” in the 2025 Annual Report on Form 10-K filed with the SEC on February 9, 2026 (the “2025 Form 10-K”) and from time to time in onsemi’s other SEC reports. Readers are cautioned not to place undue reliance on forward-looking statements. onsemi assumes no obligation to update such information, which speaks only as of the date made, except as may be required by law. Investing in onsemi’s securities involves a high degree of risk and uncertainty, and you should carefully consider the trends, risks and uncertainties described in this document, the 2025 Form 10-K and other reports filed with or furnished to the SEC before making any investment decision with respect to onsemi’s securities. If any of these trends, risks or uncertainties actually occurs or continues, onsemi’s business, financial condition or operating results could be materially adversely affected, the trading prices of onsemi’s securities could decline, and you could lose all or part of your investment. All forward-looking statements attributable to onsemi or persons acting on onsemi’s behalf are expressly qualified in their entirety by this cautionary statement.