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Synaptics Announces Pricing of $100 Million of 0.75% Convertible Senior Subordinated Notes

SAN JOSE, Calif., Dec 1, 2004 /PRNewswire-FirstCall via COMTEX/ -- Synaptics Incorporated (Nasdaq: SYNA) today announced the pricing of $100 million of 0.75% Convertible Senior Subordinated Notes due 2024 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. Synaptics also granted the initial purchasers of the notes an option to purchase, within 13 days, up to an additional $25 million aggregate principal amount of the notes.

The notes will be convertible into 19.7918 shares of the company's common stock for each $1,000 principal amount of notes, representing a conversion price of approximately $50.53 per share of common stock, subject to adjustment in certain circumstances. The initial conversion price represents a premium of 40% relative to the reported last sale price of Synaptics common stock on the Nasdaq National Market of $36.09 per share on December 1, 2004. The notes will be convertible upon the occurrence of certain specified events, including the last reported sale price of Synaptics' common stock at certain times exceeding 120% of the then current conversion price. In addition, the notes will pay contingent interest commencing on December 1, 2009, if certain conditions are met. Upon conversion of the notes, the company may deliver cash, common stock, or a combination of cash and common stock. The placement of the notes is expected to close on December 7, 2004, subject to customary closing conditions.

The company expects to use the net proceeds of the offering for working capital and general corporate purposes and potentially for future acquisitions. The company currently has no understandings or agreements with respect to any acquisitions, and no assurance can be provided that it will complete any such transactions.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the securities to be offered. The notes will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act. Any offers of the securities are being made only by means of a confidential offering memorandum. The notes and the underlying common stock issuable upon conversion of the notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

About Synaptics

Synaptics is a leading developer of interface solutions for the mobile computing, communications, and entertainment industries. The company creates interface solutions for a variety of devices including notebook PCs, PC peripherals, digital music players, and mobile phones. The TouchPad(TM), Synaptics' flagship product, is integrated into more than 50 percent of today's notebook computers. Consumer electronics and computing manufacturers use Synaptics' solutions to enrich the interaction between humans and intelligent devices through improved usability, functionality, and industrial design. The company is headquartered in San Jose, California. The company's website is www.synaptics.com.

Forward-Looking Statements

This press release contains "forward-looking" statements about Synaptics, as that term is defined under the federal securities laws. Synaptics intends such forward-looking statements to be subject to the safe-harbor created by those laws. Such forward-looking statements include the company's intent to complete the described offering and the company's use of the proceeds of such offering. Synaptics cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include, but are not limited to, stock and debt market conditions, and other risks as identified from time to time in Synaptics' SEC reports, including Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and Annual Reports on Form 10-K. All forward-looking statements are based on information available to Synaptics on the date hereof, and Synaptics assumes no obligation to update such statements. 

    CONTACT:

     Jennifer Jarman
     The Blueshirt Group
     415-217-7722
     Jennifer@blueshirtgroup.com

SOURCE Synaptics Incorporated 

Jennifer Jarman of The Blueshirt Group, +1-415-217-7722, or
Jennifer@blueshirtgroup.com, for Synaptics Incorporated

http://www.synaptics.com

Copyright (C) 2004 PR Newswire. All rights reserved.

News Provided by COMTEX

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This website contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business, and can be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include words such as "expect," "anticipate," "intend," "believe," "estimate," "plan," "target," "strategy," "continue," "may," "will," "should," variations of such words, or other words and terms of similar meaning. All forward-looking statements reflect our best judgment and are based on several factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Such factors include, but are not limited to, the risks as identified in the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" sections of our Annual Report on Form 10-K for our most recent fiscal year, and other risks as identified from time to time in our Securities and Exchange Commission reports. Forward-looking statements are based on information available to us on the date hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations, or any change in events, conditions, or circumstances on which any forward-looking statement is based. Our actual results and the timing of certain events could differ materially from the forward-looking statements. These forward-looking statements do not reflect the potential impact of any mergers, acquisitions, or other business combinations that had not been completed as of the date of this filing.

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