ON SEMICONDUCTOR CORP (ON) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that ON SEMICONDUCTOR CORP surfaced in its latest filing.

• Merger Agreement dated June 25, 2026, under which Synaptics will become a wholly owned subsidiary of onsemi, expected to close mid-2027.June 25, 2026
• Required Synaptics Stockholder Vote: majority of outstanding shares entitled to vote.
• HSR Act waiting period expiration or early termination required for merger completion.
• Approval under certain other antitrust and foreign investment regimes required.
• Registration statement for onsemi shares to be issued in merger must be effective with the SEC.
• Nasdaq listing approval for onsemi shares to be issued in merger.
• Termination if merger not completed by June 25, 2027 (End Date), extendable up to three periods of three months each under certain circumstances.June 25, 2027
• Synaptics pays onsemi termination fee of $235.0 million under specified circumstances, including change in recommendation or accepting Superior Proposal.
• onsemi pays Synaptics regulatory termination fee of $320.0 million under specified circumstances, including certain antitrust or foreign investment injunction or failure to receive certain regulatory approvals by End Date.
• Synaptics has outstanding 4.000% Senior Notes due 2029; onsemi intends to cause Synaptics to redeem and/or discharge them.2029
• Synaptics has an existing $350 million senior secured revolving credit facility with Wells Fargo Bank, National Association; required to deliver an executed payoff letter and lien releases for the facility.
• Synaptics has outstanding 0.75% Convertible Senior Notes due 2031; following the merger, they will become convertible into shares of onsemi common stock.2031