Marvell Technology Announces $115B All-Stock Acquisition of Lumentum Holdings

Transaction Overview

On November 2, 2026, Marvell Technology, Inc. (NASDAQ: MRVL) filed Form 425 communications disclosing a definitive Agreement and Plan of Merger to acquire Lumentum Holdings Inc. (NASDAQ: LITE) in an all-stock transaction.

Key Deal Terms & Financial Metrics

• Exchange Ratio: Lumentum stockholders will receive a fixed exchange ratio of 4.500 shares of Marvell common stock for each share of Lumentum common stock owned.
• Transaction Value: Implied enterprise value of $115 billion for Lumentum, representing approximately $1,132 per share.
• Premium: Approximately 23.9% over Lumentum's unaffected closing share price as of October 28, 2026.
• Pro Forma Ownership: Post-close, Marvell stockholders will hold approximately 67% and Lumentum stockholders will hold approximately 33% of the combined entity on a fully diluted basis.
• Financial Impact: Anticipated to provide line-of-sight to more than $1 billion in annual run-rate cost synergies and be accretive to Marvell's non-GAAP EPS in year one post-closing.
• Expected Timing: Anticipated to close in the first half of calendar year 2028, subject to stockholder approvals, antitrust/regulatory clearances, and customary conditions.

Strategic Rationale

1. Full-Stack Optical & Electrical AI Connectivity: Unites Marvell’s electrical/optical interconnects, switching, and custom XPUs with Lumentum's high-performance lasers, optical transceivers, and optical circuit switching (OCS).
2. Shift to Co-Packaged / Integrated Optics: Caters to the industry's shift from copper to optical solutions across scale-out, scale-up, and scale-in AI infrastructure domains.
3. Expanded Addressable Market: Expands the combined company's total addressable market (TAM) to an estimated $550 billion.
4. Specialized In-House Manufacturing: Integrates Lumentum’s compound semiconductor fabrication (Indium Phosphide / InP) with Marvell’s advanced semiconductor packaging and CMOS capabilities.

Governance & Board Representation

• Executive Leadership: Matt Murphy will continue as Chairman and Chief Executive Officer of the combined company.
• Board Composition: Three members of Lumentum’s Board of Directors, including Lumentum President & CEO Michael Hurlston, will join Marvell’s Board, expanding it from seven to ten directors.