Marvell Technology agreed on November 2, 2026 to acquire Lumentum in an all-stock transaction with an implied enterprise value of $115 billion for Lumentum, according to a joint press release filed with the U.S. Securities and Exchange Commission.Marvell/Lumentum EX-99.11
The companies say the deal would combine two "fastest-growing enablers of AI" infrastructure and create what they describe as a "category leader in AI connectivity," with a combined total addressable market they estimate at $550 billion.Marvell/Lumentum EX-99.11
The joint release links the transaction to what the companies call an architectural shift from copper-based to optical connectivity in AI infrastructure and to growing demand for highly integrated optical solutions spanning electrical and optical technologies.Marvell/Lumentum EX-99.11 Separately, Nvidia announced on March 2, 2026 that it had agreed multi-year strategic arrangements with Lumentum and would invest $2 billion in the company to support research, development and manufacturing capacity in data center optics.Nvidia EX-99.12
Under the definitive agreement, which both boards unanimously approved, Lumentum stockholders would receive a fixed exchange ratio of 4.500 shares of Marvell common stock for each Lumentum share, implying approximately $1,132 per Lumentum share and a 23.9% premium over the companies’ unaffected October 28, 2026 closing prices, the filing states.Marvell/Lumentum EX-99.11 Because the consideration is stock-only at a fixed ratio, Marvell’s share price at closing would determine the final deal value.
On closing, current Marvell stockholders are expected to hold about 67% of the combined company on a fully diluted basis, with Lumentum stockholders owning about 33%, according to the release.Marvell/Lumentum EX-99.11 Marvell Chair and CEO Matt Murphy is expected to continue in that role, and three Lumentum directors, including CEO Michael Hurlston, are expected to join Marvell’s seven-member board.
The companies say the merger would combine Marvell’s electrical and optical interconnect, switching, custom XPU and semiconductor portfolio with Lumentum’s high-performance lasers, optical transceivers, optical circuit switching and compound semiconductor manufacturing, including indium phosphide processes, to offer what they call a comprehensive connectivity portfolio across AI data center topologies.Marvell/Lumentum EX-99.11
Marvell and Lumentum state that the combination is expected to enhance the combined company’s long-term revenue growth as well as its non-GAAP gross and operating margin profile, and to provide “line of sight to more than $1 billion in annual run-rate cost synergies,” and that the transaction is expected to be accretive to Marvell’s non-GAAP earnings per share in the first year after closing.Marvell/Lumentum EX-99.11 The filing offers no independent analysis of those projections.
In connection with the deal announcement, Marvell reported preliminary revenue for its fiscal third quarter 2027 that it said is consistent with previously provided guidance, keeping the midpoint and narrowing the expected range to plus or minus 2% from plus or minus 5%.Marvell/Lumentum EX-99.11 Lumentum on the same day reported financial results for its first fiscal quarter 2027 separately on its investor website, according to the release.
The companies expect the transaction to close in the first half of calendar year 2028, subject to approval by Marvell and Lumentum stockholders, receipt of regulatory approvals and what they describe as other customary closing conditions.Marvell/Lumentum EX-99.11