Marvell Files $115B Lumentum Merger Agreement: 4.5:1 All-Stock, $5.8B Break Fee

summarizeSummary

Marvell filed the definitive agreement to acquire Lumentum in a $115 billion all-stock deal at 4.500 Marvell shares per Lumentum share, with Lumentum holders owning about 33% of the combined company. The filing details $5.8B/$2.9B break fees, a $3.2B regulatory termination fee, and a charter amendment to authorize 2.5 billion Marvell shares.

check_boxKey Events · M&A and Partnerships · MRVL

• Marvell to Buy Lumentum for $115B

  Definitive all-stock merger: each Lumentum share converts into 4.500 Marvell shares, implying a $115 billion enterprise value and roughly $1,132 per Lumentum share — a 23.9% premium to the October 28, 2026 unaffected close.

• Lumentum Holders Get ~33% of Combined Company

  Post-close, current Marvell stockholders own approximately 67% of the combined company on a fully diluted basis and Lumentum stockholders approximately 33%.

• Break Fees and Regulatory Termination Fee

  Marvell pays Lumentum $5.8 billion if it terminates for a superior proposal; Lumentum pays Marvell $2.9 billion reciprocally; Marvell pays a separate $3.2 billion Regulatory Termination Fee if antitrust or foreign-investment approvals fail.

• Charter Amendment and Stockholder Votes

  Marvell must amend its charter to raise authorized common stock to 2,500,000,000 shares from 1,250,000,000, and both the Share Issuance and Charter Amendment require Marvell stockholder approval; Lumentum stockholders must adopt the merger agreement.

auto_awesomeAnalysis · MRVL · Manufacturing

Marvell is buying data center optics maker Lumentum in an all-stock deal at a $115 billion implied enterprise value, paying 4.500 Marvell shares per Lumentum share. Lumentum holders end up with roughly a third of the combined company, so this is a transformational bet that Marvell's custom AI silicon plus Lumentum's optical components become one vertically integrated supplier. The filing adds the deal-protection mechanics: Marvell owes Lumentum $5.8 billion if it walks to a superior proposal, Lumentum owes $2.9 billion reciprocally, and Marvell owes a separate $3.2 billion if regulators block the deal. Marvell must also amend its charter to lift authorized common stock to 2.5 billion shares and win a stockholder vote on both the share issuance and the charter amendment. Closing is targeted for the first half of calendar 2028, with an outside date of November 1, 2027 that can stretch to August 1, 2028 for regulatory approvals.