Marvell to buy Lumentum in $115 billion all-stock deal

Marvell Technology said Monday it will acquire optical components maker Lumentum in an all-stock deal that values Lumentum at an implied enterprise value of $115 billion. Lumentum holders will receive a fixed 4.500 Marvell shares for each Lumentum share, about $1,132 per share and a premium of roughly 23.9 percent to unaffected closing prices on October 28.

Marvell stockholders would own about 67 percent of the combined company and Lumentum holders about 33 percent, fully diluted. Both boards approved the agreement unanimously. The companies expect to close in the first half of calendar 2028, after approval from both sets of stockholders, regulatory clearances and other customary conditions. Marvell plans to file a Form S-4 registration statement with the SEC.

The companies cited more than $1 billion in annual run-rate cost synergies and said the deal should add to Marvell's non-GAAP earnings per share in the first year after closing. They put the combined addressable market at $550 billion.

Marvell chairman and chief executive Matt Murphy will keep both roles. Three Lumentum directors, including Lumentum chief executive Michael Hurlston, will join Marvell's seven-member board. In the release, Murphy said "AI infrastructure is undergoing a fundamental architectural shift toward optical connectivity."

Investors reacted to the idea before the terms were public. Marvell shares fell about 13 percent on October 29 after a report that the two companies were in advanced talks, according to The Motley Fool, with dilution the main worry. The same article put Marvell's cash at about $3.93 billion against Lumentum's market value of roughly $83 billion, which is why an all-stock structure was expected. The Fool's own figures for the drop varied between its text and its price widget.

The release gives no dollar figure for Marvell's preliminary fiscal third-quarter 2027 revenue. It says only that results are in line with prior guidance and that the guidance range was narrowed to plus or minus 2 percent from 5 percent. Those preliminary results are unaudited.