Ademi LLP is investigating Synaptics (Nasdaq: SYNA) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with onsemi.
Synaptics shareholders will receive .350 shares of onsemi common stock for each Synaptics share held at closing in an all-stock transaction valued at approximately $7 billion in total enterprise value. Synaptics stockholders would hold approximately 12% of the combined company on a fully diluted basis.
Synaptics insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Synaptics by imposing a significant penalty if Synaptics accepts a competing bid. We are investigating the conduct of the Synaptics board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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