Marvell Technology Announces Definitive Agreement to Acquire Lumentum Holdings

Executive Summary

On November 1, 2026, Marvell Technology, Inc. (NASDAQ: MRVL) entered into a definitive Agreement and Plan of Merger to acquire Lumentum Holdings Inc.. The transaction represents a landmark consolidation between optical technology and semiconductor connectivity platforms.

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Transaction Structure & Consideration

• Merger Mechanism: A two-step merger structure: Java Merger Sub, Inc. merges into Lumentum, followed promptly by the surviving corporation merging into Java Merger Sub II, Inc., with the latter continuing as a wholly owned subsidiary of Marvell.
• Common Stock Consideration: Each share of Lumentum Common Stock will be converted into 4.500 shares of Marvell Common Stock, plus cash in lieu of fractional shares.
• Preferred Stock Consideration: Each share of Lumentum Series A Convertible Preferred Stock will convert into Marvell Common Stock based on its underlying conversion terms multiplied by the 4.500 exchange ratio, or holders can elect to receive newly authorized Marvell Series B Preferred Stock.
• Equity Awards: Outstanding Lumentum options, RSUs, and PSUs will convert into equivalent Marvell equity awards adjusted for the 4.500 exchange ratio (PSUs convert to time-vesting RSUs based on specified performance rules).

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Governance & Approvals

• Board Appointments: Following closing, Marvell will expand its board of directors to include three (3) directors designated by Lumentum.
• Stockholder Approvals Required:
  • Marvell stockholders must approve the share issuance and an amendment to Marvell's charter to increase authorized common shares.
  • Lumentum stockholders must adopt the Merger Agreement.

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Regulatory, Timing & Termination Terms

• Outside Date: November 1, 2027, with automatic quarterly extension rights up to August 1, 2028, to obtain antitrust and regulatory clearances (including HSR Act).
• Termination Fees:
  • Marvell Termination Fee: $5.8 billion (in case of board recommendation withdrawal or termination for a superior proposal).
  • Lumentum Termination Fee: $2.9 billion.
  • Regulatory Termination Fee: $3.2 billion payable by Marvell if the merger fails to close due to antitrust/regulatory restraints or failure to obtain clearances by the outside date while other closing conditions are met.