Marvell to Acquire Lumentum in All-Stock Deal With Implied Value of $115 Billion

Key Facts

Marvell Technology and Lumentum announced a definitive agreement on November 2, 2026, under which Marvell will acquire Lumentum in an all-stock deal with an implied enterprise value of $115 billion for Lumentum. According to the joint statement filed by the companies with the U.S. Securities and Exchange Commission, the deal combines Marvell’s connectivity technologies with Lumentum’s optical components products. Under the agreement, Lumentum shareholders will receive 4.500 shares of Marvell for each share they own. After closing, current Marvell shareholders will own about 67% of the combined company on a fully diluted basis, compared with about 33% for Lumentum shareholders. The companies link the deal to expanding their ability to meet growing connectivity needs in data centers.

The companies valued the deal at an implied $1,132 per Lumentum share, a premium of 23.9% to the unaffected closing prices on October 28, 2026, before deal speculation began. The agreement sets the exchange ratio at 4.500 Marvell shares for each Lumentum share, rather than a cash consideration disclosed in the terms. The announced ownership split means Lumentum shareholders will receive about one-third of the new company, while current Marvell shareholders retain about two-thirds. The ownership percentages are based on a fully diluted basis after the deal closes. This puts the exchange terms and ownership at the center of the deal, alongside the stated value and premium to Lumentum’s reference price.

The companies say the combination will bring together Marvell’s electrical and optical connectivity, switching and custom silicon design technologies with Lumentum’s high-performance lasers, optical transceivers and optical circuit switching technologies. The integration is aimed at multiple connectivity ranges across the data-center ecosystem, from links between centers to connections within racks and packages. In its investor presentation, Marvell put the connectivity range between distributed data centers at up to 1,000 kilometers, and between data centers at up to 2 kilometers. The range for connections between racks or multiple racks was 50 meters, and between package and tray was 1 meter. The company said expanding AI connectivity requires integrating photonic technologies, presenting this as part of the rationale for combining the companies’ products.

The companies expect the combination to raise the total addressable market to $550 billion. They also expect to generate annualized cost savings of more than $1 billion and for the deal to be accretive to Marvell’s earnings per share on a non-GAAP basis in the first year after closing. These are estimates for the combined entity, contingent on closing and subsequent integration. Marvell also reported a separate operating development: on November 2, it said preliminary revenue for its third quarter of fiscal 2027 was in line with its previous guidance. The company kept the midpoint of its forecast range unchanged but narrowed the range to plus or minus 2% from plus or minus 5% previously.

The deal announcement coincided with declines in both stocks on November 2; the Associated Press reported that Marvell shares fell 12.7% and Lumentum shares dropped 18.6% after the announcement. Reuters quoted TD Cowen analysts as raising questions about how the combined company would manage relationships with competing customers and what the combination could add to what the two companies could offer separately. At the November 6 close, EL7 data put Marvell shares at $141.2 and Lumentum shares at $538.59. Those are closing prices for that day, while the declines reported by the Associated Press refer to the November 2 session. Matt Murphy is expected to remain chairman and chief executive of the combined company, and three Lumentum board members, including its chief executive Michael Hurlston, are set to join Marvell’s board after closing.

The companies expect the deal to close in the first half of 2028, subject to approval by both companies’ shareholders, regulatory approvals and customary closing conditions. The agreement requires Lumentum shareholder approval and Marvell shareholder approval for the share issuance and an amendment to the company’s charter, as well as the expiration or termination of the U.S. antitrust waiting period and receipt of required regulatory approvals. Marvell said it intends to file a registration statement with the U.S. Securities and Exchange Commission on Form S-4, including a joint proxy statement for the shareholder meetings and a prospectus for the shares it will issue. The merger agreement set November 1, 2027, as the initial outside date for closing, with the possibility of extensions to February 1, May 1 and August 1, 2028, in specified circumstances if regulatory approvals remain pending. In specified regulatory circumstances, the agreement requires Marvell to pay Lumentum a termination fee of $3.2 billion if the deal fails to close because of delayed approvals, a final legal restraint or the denial of a required approval.