Marvell agrees to buy Lumentum in $115 billion all-stock deal

What Marvell and Lumentum announced

Marvell Technology (Nasdaq: MRVL) said on Nov. 2, 2026 that it will acquire Lumentum Holdings (Nasdaq: LITE) in an all-stock deal that values Lumentum at an implied enterprise value of $115 billion. Lumentum shareholders will receive 4.500 Marvell shares for each Lumentum share, which the companies put at about $1,132 per Lumentum share. The two companies signed the merger agreement on Nov. 1, according to Lumentum's Form 8-K.^[1][2]

The price is a premium of about 23.9% to each company's closing share price on Oct. 28, 2026, which Marvell described as the last trading day before market speculation about a transaction began. The press release gives enterprise value only. Neither it nor the other sources reviewed state an equity value.^[1][3][5]

Marvell makes custom chips and networking silicon for data centers. Lumentum makes optical and photonic components that carry data between servers. Marvell Chairman and CEO Matt Murphy said "AI infrastructure is undergoing a fundamental architectural shift toward optical connectivity."^[1][4]

Deal terms and ownership

The exchange ratio is fixed, so the number of Marvell shares Lumentum holders receive does not change with either company's stock price before closing. Dividing the $1,132 per-share value by the 4.500 ratio gives an implied Marvell share price of about $251.56, a figure computed from the company numbers rather than stated by them. Applying the 23.9% premium to $1,132 puts Lumentum's Oct. 28 reference price near $913.64, computed the same way.^[1][2]

Current Marvell stockholders will own about 67% of the combined company and Lumentum stockholders about 33%, on a fully diluted basis. Murphy will remain chairman and CEO. Three Lumentum directors, including Lumentum CEO Michael Hurlston, will join Marvell's board, which has seven directors today.^[1]

Under the 8-K, Lumentum equity awards convert into Marvell awards at the same ratio, and performance stock units become awards that vest on time alone. Holders of Lumentum Series A preferred stock receive Marvell common stock at the ratio or can elect a Marvell Series B preferred share instead.^[2]

Approvals, deadlines and termination fees

Marvell expects the deal to close in the first half of calendar year 2028. Closing requires approval by the stockholders of both companies, expiration of the U.S. Hart-Scott-Rodino antitrust waiting period, certain other regulatory approvals, an effective Form S-4 registration statement and Nasdaq listing of the new Marvell shares, according to the 8-K. The filing does not name which other antitrust or foreign-investment regimes apply.^[1][2]

The outside date is 11:59 p.m. Pacific time on Nov. 1, 2027. It can be extended in steps to Feb. 1, May 1 and Aug. 1, 2028 in certain regulatory circumstances, the 8-K says.^[2]

The agreement sets three fees. Marvell owes Lumentum $5.8 billion if Lumentum ends the deal after Marvell's board withdraws its recommendation, or if Marvell ends it to take a superior proposal. Lumentum owes a reciprocal $2.9 billion. Marvell also owes a $3.2 billion regulatory termination fee if the deal fails for specified antitrust or foreign-investment reasons, such as a final, non-appealable restraint.^[2]

Why Marvell says it is buying Lumentum

Marvell said the combination expands the combined company's total addressable market to $550 billion and gives it line of sight to more than $1 billion in annual run-rate cost synergies. It expects the deal to add to non-GAAP earnings per share in the first year after closing.^[1]

Hurlston said "Surging AI data traffic requires rapid hardware innovation." Marvell's financial advisers are Qatalyst Partners, J.P. Morgan and Goldman Sachs. Lumentum's are Citigroup and Evercore.^[1]

The companies also issued quarterly updates on Nov. 2. Marvell said preliminary revenue for its fiscal third quarter of 2027 is consistent with guidance, keeping the midpoint and narrowing the range to plus or minus 2% from plus or minus 5%. Investing.com reported Lumentum's fiscal first-quarter revenue at $1.26 billion and adjusted earnings of $4.57 per share against an expected $4.21, with second-quarter revenue guidance of $1.575 billion to $1.625 billion.^[1][5]

What happens next

Marvell and Lumentum must file the Form S-4 and hold separate stockholder votes before the deal can close. Reports on how both stocks traded on Nov. 2 conflicted across the sources reviewed, so this article does not state a share-price reaction. The first regulatory test is the Hart-Scott-Rodino waiting period, and the earliest outside date is Nov. 1, 2027.^[2][3][5]