Marvell to Acquire Lumentum in $115B All-Stock Deal at 4.500 Exchange Ratio

summarizeSummary

Lumentum agreed to be acquired by Marvell in an all-stock deal exchanging each LITE share for 4.500 MRVL shares, implying $115 billion enterprise value and ~$1,132 per share. Closing is targeted for 1H CY28 pending both shareholder votes and regulatory approval.

check_boxKey Events · M&A and Partnerships · LITE

• Marvell Signs Definitive Merger Agreement

  Signed November 1, 2026: each Lumentum common share converts into 4.500 Marvell shares, with cash in lieu of fractional shares; Series A preferred converts on an as-converted basis at the same ratio.

• Deal Valued at $115B Enterprise Value

  Implied enterprise value of $115 billion, or approximately $1,132 per Lumentum share — a premium of approximately 23.9% to the unaffected closing price as of October 28, 2026. Lumentum holders end up with roughly 33% of the combined company versus 67% for Marvell holders.

• Break Fees and Regulatory Risk

  Lumentum pays $2.9 billion and Marvell pays $5.8 billion on a superior-proposal or recommendation change; Marvell pays a separate $3.2 billion regulatory termination fee if antitrust approval fails. Outside date November 1, 2027, extendable to August 1, 2028 for regulatory delays.

• Closing Targeted for First Half 2028

  Requires adoption by Lumentum stockholders, approval of the share issuance and charter amendment by Marvell stockholders, HSR clearance and other regulatory approvals, and an effective Form S-4.

auto_awesomeAnalysis · LITE · Manufacturing

Lumentum is being taken out entirely: each share converts into 4.500 Marvell shares, an implied $115 billion enterprise value and roughly $1,132 per Lumentum share — about a 23.9% premium to the unaffected October 28 close. That reprices the investment thesis from 'standalone optical supplier' to 'Marvell equity', so LITE now trades on the exchange ratio and deal risk rather than its own earnings. The main swing factors are regulatory clearance (HSR plus other approvals, with the outside date running to November 1, 2027 and extendable to August 1, 2028) and the shareholder votes of both companies. Break fees are large and asymmetric: Lumentum pays $2.9 billion, Marvell pays $5.8 billion, and Marvell pays a separate $3.2 billion regulatory break fee if antitrust blocks the deal.