Marvell to Acquire Lumentum in 4.500-Share Merger

Transaction structure: Marvell will use two merger steps to acquire Lumentum, which will remain as a wholly owned subsidiary.

Exchange ratio: Each Lumentum common share converts into 4.500 Marvell common shares, with cash in lieu of fractional shares.

Preferred consideration: Lumentum Series A holders may elect one Marvell Series B preferred share per Lumentum preferred share; the alternative is Marvell common stock based on the preferred conversion terms.

Closing conditions: The transaction requires both companies' stockholder approvals, regulatory clearances, Form S-4 effectiveness, Nasdaq listing authorization and the absence of a material adverse effect.

Outside date: The merger must close by November 1, 2027, with specified regulatory extensions to February 1, 2028, May 1, 2028 and August 1, 2028.

Termination fees: Marvell owes $5.8 billion in specified proposal or board-withdrawal cases; Lumentum's reciprocal fee is $2.9 billion; Marvell also faces a $3.2 billion regulatory termination fee.

Governance: Three Lumentum designees will join Marvell's board after closing and will be nominated for election at Marvell's next annual meeting.