What Marvell and Lumentum filed on 2 November: 4.5 Marvell shares per Lumentum share, break fees up to US$5.8bn, a 2028 close, and what three sessions did to the offer's value.
Marvell Technology has agreed to buy Lumentum, which makes lasers and optical transceivers for AI data centres, in an all-stock deal with an implied enterprise value of US$115bn. Lumentum holders get a fixed 4.500 Marvell shares for each share: about US$1,132, a premium of about 23.9% on the two companies’ closing prices of 28 October, “the last trading day before market speculation regarding a potential transaction began”. They would own about 33% of the combined company, and the companies expect to close in the first half of 2028.1 By the close on 2 November, the day the deal was announced, Marvell’s own shares had fallen 31.9% in three sessions, to US$171.41.6
Because the ratio is fixed, what a Lumentum holder is offered rises and falls with Marvell’s share price.3 Marvell fell 13.2% on 29 October, 10.1% on 30 October and 12.7% on 2 November. Lumentum fell 18.6% on 2 November, to US$684.40.6
Reuters put the equity value at US$102.54bn, said the US$115bn includes debt, and called the deal “one of the biggest in 2026”; Lumentum’s FAQ for its own staff says the deal is “valued at approximately $100 billion”.74 Axel Rudolph of IG Group told Reuters that “investors are right to ask whether Marvell is paying too much”.7
Marvell brings electrical and optical interconnect chips, network switching and custom processors; Lumentum brings lasers, optical transceivers, optical circuit switches and its own compound-semiconductor fabs, including indium phosphide. Their case is that “the physical limitations of copper-based connectivity” are pushing AI systems to optics that need electrical and optical parts designed together.1
The merger agreement, signed on 1 November, needs both companies’ shareholders, the US antitrust waiting period and “certain other required regulatory approvals”. Its outside date is 1 November 2027, extendable in steps to 1 August 2028 while approvals are pending. Marvell would pay US$5.8bn and Lumentum US$2.9bn if either walked away for a better offer or its board changed its recommendation; Marvell would pay US$3.2bn if, with every other condition met, regulators blocked the deal or the outside date passed.3 Matt Murphy stays chief executive; three Lumentum directors, including its CEO Michael Hurlston, join Marvell’s board of seven.1
Both companies sell components: chips, lasers and modules that go into the switches, transceivers and servers that network-equipment makers and cloud providers build.1 Until closing, “Lumentum and Marvell remain separate companies and will continue to operate independently”, Lumentum told its staff.4
Sources
Related on TechBag: fibre prices and AI data centres, the quarterly capex line and the network and SASE guides.
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