v3.26.3
Description of Business
3 Months Ended
Sep. 26, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business Description of Business
We design and deliver artificial intelligence (“AI”)-native edge solutions that bring AI closer to end users and transform how we engage with intelligent, connected devices, whether at home, at work, or on the move. We are a strategic partner for many global original equipment manufacturers (“OEMs”), offering standard and custom silicon and software platforms for Edge AI, Physical AI, wireless connectivity and human interface technologies.
Pending Merger with ON Semiconductor Corporation
On October 1, 2026, we entered into an Amended and Restated Agreement and Plan of Merger (the "A&R Merger Agreement") by and among Synaptics, ON Semiconductor Corporation, a Delaware corporation ("Parent" or "onsemi"), and Sonic Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into Synaptics (the “Merger”), with Synaptics surviving as a wholly-owned subsidiary of Parent (the “Surviving Corporation”), which amends and restates in its entirety the previously announced Agreement and Plan of Reorganization dated as of June 25, 2026. Under the A&R Merger Agreement, each share of our common stock, $0.001 par value per share ("common stock"), issued and outstanding immediately before the effective time of the Merger (the "Effective Time") (subject to limited exceptions identified in the A&R Merger Agreement) will be converted into the right to receive $123.00 per share in cash, without interest (the "Merger Consideration"). Stockholders of Synaptics who do not vote in favor of adoption of the A&R Merger Agreement and who properly exercise appraisal rights in accordance with the Delaware General Corporation Law ("DGCL") will not be entitled to receive the Merger Consideration but will instead have such rights as are granted by the DGCL.
The transaction is expected to close in mid-2027. The consummation of the Merger is subject to the satisfaction or waiver of certain customary closing conditions, including (1) the accuracy of the respective representations and warranties of the parties in the A&R Merger Agreement (subject to certain materiality qualifiers); (2) compliance by the parties with their respective covenants in the A&R Merger Agreement in all material respects; (3) the absence of a material adverse effect (as defined in the A&R Merger Agreement) with respect to Synaptics on or after the date of the A&R Merger Agreement that is continuing as of immediately before the closing of the Merger; (4) the adoption of the A&R Merger Agreement by the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon (the “Required Company Stockholder Vote”); (5) obtaining all required governmental authorizations under specified antitrust laws and foreign direct investment laws; and (6) the absence of any relevant legal restraint in specified jurisdictions that would prevent, enjoin or make illegal the consummation of the transactions contemplated by the A&R Merger Agreement. Notably, the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Act for the contemplated transaction with onsemi.
In connection with this pending Merger, we have incurred $6.2 million of costs during the three months ended September 2026, and expect to continue to incur financial advisory, legal, accounting, and other related costs prior to the completion of the Merger, which could be significant.