Marvell to Buy Lumentum in All-Stock Deal Valuing Optical Maker at $115 Billion
Marvell Technology agreed to buy Lumentum Holdings in an all-stock deal that values the optical-laser maker at an implied enterprise value of $115 billion, the two companies said Monday, betting that AI data centers will need far more light-based connections than copper can deliver.
Under the merger agreement signed Nov. 1, Lumentum stockholders will receive 4.500 Marvell shares for each Lumentum share they own. The companies put the implied value at an estimated $1,132 per Lumentum share, a 23.9% premium to each company's unaffected closing price on Oct. 28, the last trading day before market speculation about a deal began, according to the joint press release filed with Lumentum's 8-K.
When the deal closes, current Marvell holders will own an estimated 67% of the combined company on a fully diluted basis and Lumentum holders an estimated 33%, the companies said.
Why Marvell wants Lumentum
Marvell sells electrical and optical interconnect chips, network switching and custom AI processors. Lumentum makes high-performance lasers, optical transceivers and optical circuit switches. The companies said the combination would let them co-design electrical and optical parts together, expand their total addressable market to $550 billion and provide line of sight to more than $1 billion in annual run-rate cost synergies.
They expect the deal to add to Marvell's non-GAAP earnings per share in the first year after closing.
"AI infrastructure is undergoing a fundamental architectural shift toward optical connectivity," Marvell Chairman and CEO Matt Murphy said in the release.
Who runs it, and when it closes
Murphy will remain chairman and CEO of the combined company. Three Lumentum directors, including Lumentum CEO Michael Hurlston, will join Marvell's board, which currently has seven members. Both boards approved the deal unanimously.
The companies expect the transaction to close in the first half of calendar 2028, subject to approval by both sets of stockholders and regulators.
Marvell would owe Lumentum a $5.8 billion termination fee in certain circumstances, including if Marvell's board withdraws its recommendation, and a $3.2 billion fee if the deal fails in certain regulatory situations, according to the 8-K. Lumentum faces a reciprocal $2.9 billion fee.
Alongside the deal, Marvell said its preliminary revenue for the fiscal third quarter is consistent with prior guidance, keeping the midpoint and narrowing the range to plus or minus 2% from plus or minus 5%, according to its 8-K.
By the numbers
- 4.500 Marvell shares per Lumentum share
- $115 billion implied enterprise value for Lumentum
- 23.9% premium to Oct. 28 unaffected prices
- More than $1 billion in targeted annual run-rate cost synergies
- $5.8 billion Marvell termination fee; $2.9 billion Lumentum fee
Sources
- Marvell Technology Form 8-K on merger agreement with Lumentum, filed Nov. 2, 2026 (accession 0001193125-26-442717)
- Lumentum Holdings Form 8-K on merger agreement with Marvell, filed Nov. 2, 2026 (accession 0001193125-26-442758)
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