Lumentum to be acquired by Marvell in all-stock transaction valued at $115 billion
Marvell Technology, Inc. has agreed to acquire Lumentum Holdings Inc. in an all-stock transaction with an implied enterprise value of approximately $115 billion. Under the terms, Lumentum stockholders will receive 4.500 shares of Marvell common stock for each share of Lumentum common stock, representing a 23.9% premium based on the October 28, 2026 closing prices. The transaction is expected to close in the first half of calendar year 2028, subject to approval by Lumentum and Marvell stockholders, regulatory app...
Key takeaways
Marvell to acquire Lumentum at $115 billion implied enterprise value in all-stock transaction
Lumentum stockholders receive 4.500 Marvell shares per Lumentum share, a 23.9% premium
Combined company targets $550 billion total addressable market in AI connectivity
Transaction expected to close 1H 2028; requires stockholder and regulatory approvals
Termination fees set at $5.8 billion for Marvell, $2.9 billion for Lumentum, and $3.2 billion for regulatory terminations
Combined company expects $1 billion+ in annual run-rate cost synergies, accretive to Marvell EPS in year one
Three Lumentum directors including CEO Michael Hurlston will join Marvell's board post-close
Key metrics
Disclosure changes
- Business combinations
Lumentum announced entry into a definitive merger agreement with Marvell Technology, Inc. for an all-stock transaction valued at approximately $115 billion implied enterprise value.
This is a transformative transaction that will result in Lumentum becoming a wholly owned subsidiary of Marvell. - Termination fees
Merger Agreement specifies termination fees of $5.8 billion payable by Marvell, $2.9 billion payable by Lumentum, and $3.2 billion regulatory termination fee.
Termination fees represent significant deal termination costs that may be triggered under certain circumstances. - Governance changes
Post-closing, three Lumentum directors including CEO Michael Hurlston will join Marvell's Board; Matt Murphy will remain Chairman and CEO of combined company.
Lumentum's CEO and board members will have representation on the combined company's board. - Tax reimbursement agreements
Lumentum entered into tax reimbursement agreements with CEO Michael Hurlston and other named executive officers regarding Section 280G of the Internal Revenue Code in connection with the Merger.
Agreements provide for payments to executives if excise taxes under Section 4999 are imposed due to merger-related compensation.
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