--- title: "Marvell to buy Lumentum for US$115bn; its shares fell 32% in three sessions" summary: "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." url: https://www.thetechbag.com/blog/marvell-lumentum-115bn-all-stock-deal format: Note desk: "Markets & the AI economy" region: Global published: 2026-11-03 facts_checked: 2026-11-03 author: TechBag (The TechBag Journal) tags: ["Marvell","Lumentum","acquisition","all-stock deal","optical connectivity","AI data centres","silicon photonics","co-packaged optics","semiconductors","merger"] cover: https://www.thetechbag.com/blog/covers/marvell-lumentum-115bn-all-stock-deal.png --- # Marvell to buy Lumentum for US$115bn; its shares fell 32% in three sessions *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.* Note · Markets & the AI economy · By TechBag · Published 2026-11-03 · Facts checked 2026-11-03 · Canonical: https://www.thetechbag.com/blog/marvell-lumentum-115bn-all-stock-deal 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] ## A fixed ratio, so the offer moves with Marvell 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] **Figure: Marvell's offer was worth US$1,132 a Lumentum share when its terms were set; at Monday's close, US$771** *Value of 4.5 Marvell shares and Lumentum's closing price, US$ per Lumentum share, 27 October to 2 November 2026* | | 4.5 Marvell shares | Lumentum | | --- | --- | --- | | 27 Oct | 1,096 | 866 | | 28 Oct | 1,132 | 914 | | 29 Oct | 983 | 920 | | 30 Oct | 884 | 841 | | 2 Nov | 771 | 684 | Source: Nasdaq.com historical data (closes); exchange ratio from Marvell's 8-K; TechBag arithmetic · as of 2 November 2026 close · Before 2 November the first line is what 4.5 Marvell shares were worth, not a public offer TechBag countHow we counted 4.5 × US$251.65 (Marvell’s close on 28 October) = US$1,132.43, the release’s figure. 4.5 × US$171.41 (2 November) = US$771.35, 31.9% less. Lumentum closed at US$684.40, 11.3% below that value. The filings do not explain the gap. 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”.[7][4] Axel Rudolph of IG Group told Reuters that “investors are right to ask whether Marvell is paying too much”.[7] ## What is being combined, in the companies' own numbers 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] - **Revenue:** US$17.7bn a year combined, annualising Marvell’s guided quarter (US$12.6bn) and Lumentum’s latest (US$5.1bn).[2] Lumentum’s revenue in the quarter to 26 September was US$1,262.6m, up 136.5% on a year earlier.[5] - **Market:** US$550bn by 2030, the companies’ own estimate, adding Marvell’s US$400bn to Lumentum’s US$90bn-plus.[2] - **Savings:** “more than $1 billion” of annual run-rate cost savings, “primarily COGS” (the cost of making the products).[1][2] ## What has to happen, and what it changes for a buyer 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] Our viewOur view: for an enterprise buyer Nothing in these filings changes a network or cloud contract signed in 2026 or 2027. The effect, if any, is upstream: optics are where AI data centres are already short of supply, as [fibre spot prices](https://www.thetechbag.com/blog/optical-fibre-prices-ai-data-centres) showed. Delivery dates on optical parts are the terms to keep in writing. How we did this Figures as of 7pm IST, 3 November 2026 Terms, conditions and fees are from the joint release, the investor presentation and the merger-agreement 8-K, all filed on 2 November; the revenue and market figures are the companies’ own. Prices are Nasdaq.com closing prices, checked against Yahoo Finance; daily moves are close to close. The value of 4.5 Marvell shares and the gap to Lumentum’s price are our arithmetic. Reuters is used only for what no filing says. We do not rank the deal, and we use no trading from 3 November. Spotted an error? Write to us; corrections are published at the foot of the piece. Sources 1. [Marvell and Lumentum, Marvell and Lumentum to combine, creating a category leader in AI connectivity (8-K, Exhibit 99.1)](https://www.sec.gov/Archives/edgar/data/1835632/000119312526442714/d81187dex991.htm) — 2 November 2026 2. [Marvell, investor presentation on the Lumentum combination (8-K, Exhibit 99.2), slides 11, 20 and 21](https://www.sec.gov/Archives/edgar/data/1835632/000119312526442714/d81187dex992.htm) — 2 November 2026 3. [Marvell, Form 8-K, Item 1.01: Agreement and Plan of Merger with Lumentum](https://www.sec.gov/Archives/edgar/data/1835632/000119312526442717/d352474d8k.htm) — 2 November 2026 Agreement dated 1 November. 4. [Lumentum, Rule 425 communication: CEO email and employee FAQ](https://www.sec.gov/Archives/edgar/data/0001633978/000119312526443871/d152890d425.htm) — 2 November 2026 5. [Lumentum, first quarter of fiscal 2027 results (8-K, Exhibit 99.1)](https://www.sec.gov/Archives/edgar/data/1633978/000162828026068655/lite_ex991xq1fy27.htm) — 2 November 2026 6. [Nasdaq.com, historical prices for MRVL and LITE](https://www.nasdaq.com/market-activity/stocks/mrvl/historical) — closes of 27 October to 2 November 2026 7. [Reuters (in The Globe and Mail): Marvell to buy Lumentum in $115-billion deal in AI data-centre bet](https://www.theglobeandmail.com/business/article-marvell-to-buy-lumentum-in-115-billion-deal-in-ai-data-centre-bet/) — 2 November 2026 Related on TechBag: [fibre prices and AI data centres](https://www.thetechbag.com/blog/optical-fibre-prices-ai-data-centres), [the quarterly capex line](https://www.thetechbag.com/blog/big-tech-ai-capex-quarterly-line) and the [network and SASE guides](https://www.thetechbag.com/browse/network-security-sase). **Disclosure.** TechBag is a software reseller: it earns a margin when a reader buys through it, including from vendors named here. The analysis is TechBag’s own; no vendor paid for or saw this piece before publication. Facts are labelled reported, TechBag count or our view. Go deeper on TechBag - [Fibre spot prices are four to six times last year's](https://www.thetechbag.com/blog/optical-fibre-prices-ai-data-centres) — the optical supply squeeze this deal sits in - [Big Tech's quarterly capex hit US$202bn](https://www.thetechbag.com/blog/big-tech-ai-capex-quarterly-line) — the data-centre spending that buys these components - [Network security and SASE guides](https://www.thetechbag.com/browse/network-security-sase) — the network layer an enterprise buys, downstream of these parts