Marvell Agrees to Acquire Lumentum in a $115B All-Stock Deal

Marvell agreed on November 2 to acquire Lumentum in an all-stock deal with an implied enterprise value of $115 billion, the companies said. Lumentum stockholders would receive 4.500 Marvell shares for each Lumentum share, about $1,132 a share. The companies describe the combination as a way to meet AI data centers that are moving from copper links to optical ones. The deal is signed. It is not closed.

The numbers

• $115 billion implied enterprise value, about $1,132 per Lumentum share, a premium of about 23.9% to each company's unaffected close on October 28. That price is in the November 2 release.
• A fixed exchange ratio of 4.500 Marvell shares per Lumentum share. After closing, current Marvell stockholders would own about 67% of the combined company and Lumentum stockholders about 33%, fully diluted. The 8-K filed the same day states the 4.500 ratio. The agreement is dated November 1.
• Both boards approved the deal unanimously. Marvell expects to close in the first half of calendar 2028, if stockholders and regulators agree. Matt Murphy stays chairman and CEO. Three Lumentum directors, including CEO Michael Hurlston, join Marvell's board.
• The 8-K sets a $5.8 billion termination fee if Marvell's board withdraws its recommendation or Marvell leaves for a superior proposal, a $2.9 billion fee in the matching case for Lumentum, and a $3.2 billion regulatory termination fee if specified antitrust or foreign-investment blocks end the deal. The contractual outside date is November 1, 2027, and it can be extended to February 1, May 1, or August 1, 2028 if regulatory approvals are still open.

What the companies say they are buying

The release says bandwidth demand and the physical limits of copper are pushing AI infrastructure toward optical links, especially as clusters move into scale-up and scale-in designs. Marvell brings electrical and optical interconnect, network switching, and custom accelerator silicon. Lumentum brings high-performance lasers, optical transceivers, optical circuit switching, and compound-semiconductor manufacturing, including indium phosphide.

"AI infrastructure is undergoing a fundamental architectural shift toward optical connectivity, creating an opportunity that comes along once in a generation."

Matt Murphy, chairman and CEO of Marvell, in the November 2 release

The same release says the combined company expects a $550 billion addressable market, a path to more than $1 billion in annual run-rate cost synergies, and accretion to Marvell's non-GAAP earnings per share in the first year after close. Those are forecasts in the announcement, not results. Hurlston, Lumentum's president and CEO, said the combination is meant to cover scale-across and scale-out now, and scale-up and scale-in later.

The equity value is reported, and the reports disagree

The release states an enterprise value of $115 billion. It does not print a separate equity value. Reuters reported an equity value of about $102.5 billion. TechCrunch reported an equity value of about $80 billion and described the $115 billion figure as enterprise value including debt. The number fixed in the merger agreement is the 4.500 exchange ratio, so the dollar value moves with Marvell's stock.

TechCrunch also reported that Nvidia put $2 billion into Lumentum in March, tied to a multi-year agreement to buy advanced laser components, and $2 billion into Marvell later that month for optical networking and chips. Reuters reported a $2 billion Nvidia investment in each company earlier this year. Those stakes are not merger consideration. They are prior investments, as reported.

What we are watching

Stockholders of both companies still have to vote, and the deal still needs regulatory clearance. Until then the 8-K says the companies keep operating separately. The next hard dates are those votes and the November 1, 2027 outside date, which the filing allows the parties to push into 2028 if approvals are the holdup. The $115 billion enterprise value is the companies' figure. The equity value is not settled across Reuters and TechCrunch.