Synaptics Inc. (NasdaqGS:SYNA) signed an agreement to acquire Validity Sensors, Inc. from Telesoft Partners, QUALCOMM Ventures, VentureTech Alliance LLC, CrossLink Capital, Inc., Panorama Capital, Intel Capital and others for approximately $260 million in cash and stock on October 9, 2013. As a part of consideration, Synaptics Inc. will pay aggregate base purchase price of $92.5 million entirely in shares of Synaptics' common stock, except that the portion withheld in escrow account will be paid in cash. The base price is subject to adjustments for working capital and reductions for indebtedness and transaction expenses. Also, Synaptics will pay an additional $162.5 million of earn-out consideration based on Synaptics' sales of certain products embodying Validity fingerprint sensor technology during a time period ending on March 31, 2016. As a part of earn-out consideration, the first $18.5 million payable to former holders of Validity preferred stock will be paid in Synaptics' common stock and the balance thereof will be paid in shares of such common stock only to the extent required so that the transaction will qualify as reorganization for federal tax purposes. As a result, Synaptics anticipates to issue up to an aggregate of 2.3 million shares as a part of total consideration.

The transaction is conditional upon certain contractual consents, certain regulatory approvals, approval of Board of Directors of Synaptics and Validity, following execution of the agreement certain preferred and common stockholders of Validity should deliver written consents in favor of the transaction, HSR approval, appraisal rights, restated charter shall have been approved, execution of lock-up agreement, termination of Validity Sensors' warrants , the agreement was approved by the requisite vote of Validity stockholders and customary closing conditions. The transaction is expected to close in the fourth quarter of 2013. As of November 1, 2013, Synaptics and Validity Sensors' Board of Directors approved the deal. There are no financing contingencies related to the acquisition.

Starlayne Meza of Text 100 Global Communications acted as public relation advisor and Jennifer Jarman of The Blueshirt Group acted as investor relations advisor for Synaptics. Dave Healy, Gordon Davidson, Stuart Meyer, Ron Schrotenboer, Mark Ostrau, Scott Spector, Bill Hughes, Dan McCoy, Mark Porter, Guilherme Potenza, Edgar Tirado, Ryan Slunaker, Sophia Chen, Marshall Mort, Patrick Grilli, Kristin Ohanlon, Seth Oranburg, Philip Reuther and Natalie Pardo de Zela of Fenwick & West, LLP acted as the legal advisors to Synaptics Inc. Computershare Trust Company, N.A. acted as exchange agent. Jorge del Calvo and Christina F. Pearson of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisors to Validity Sensors, Inc.