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Marvell agrees to buy Lumentum in $115bn all-stock AI optics deal

Marvell Technology will buy optical components maker Lumentum in an all-stock deal with a $115bn implied enterprise value, expected to close in H1 2028.

Marvell Technology has agreed to acquire Lumentum in an all-stock deal that gives the optical components maker an implied enterprise value of $115bn, the two chipmakers said on 2 November 2026. Lumentum stockholders will receive a fixed 4.5 Marvell shares for each Lumentum share they own, which the companies said was worth about $1,132 per share and a premium of about 23.9% to each company’s unaffected closing price on 28 October 2026, the last trading day before speculation about a deal began.

According to the joint announcement published by Lumentum, Marvell stockholders will own about 67% of the combined company on a fully diluted basis and Lumentum stockholders about 33%. TechCrunch, citing The Wall Street Journal, put the equity value at about $80bn, below the $115bn enterprise value given by the companies. No cash is involved, so there is no lead investor or outside financing; the price is paid entirely in Marvell stock.

Terms, approvals and leadership

The boards of both companies approved the agreement unanimously. The deal needs approval from the stockholders of both Marvell and Lumentum, as well as regulatory clearances and other customary conditions, and is expected to close in the first half of calendar 2028. Marvell plans to file a registration statement on Form S-4 containing a joint proxy statement and prospectus with the US Securities and Exchange Commission. The regulators whose approval is required were not named in the announcement.

Matt Murphy will remain chairman and chief executive of the combined company. Three Lumentum directors, including Lumentum president and chief executive Michael Hurlston, will join Marvell’s board, which currently has seven members.

The companies said they see a line of sight to more than $1bn in annual run-rate cost synergies and expect the deal to add to Marvell’s non-GAAP earnings per share in the first year after closing, as well as to improve long-term revenue growth and non-GAAP gross and operating margins. Alongside the deal, Marvell said preliminary revenue for its fiscal third quarter of 2027 was in line with prior guidance, with the midpoint unchanged and the range narrowed to plus or minus 2% from plus or minus 5%.

Why Marvell wants optics

Marvell, based in Santa Clara, California, designs data infrastructure chips including electrical and optical interconnect, switching and custom silicon for cloud, enterprise and carrier customers. Lumentum, headquartered in San Jose, California, makes lasers, optical transceivers, modules and optical circuit switches, with its own indium phosphide and compound semiconductor manufacturing. In its latest annual results, Lumentum reported net revenue of $3.01bn for the fiscal year to 27 June 2026, including $1.01bn in the fourth quarter, and guided to $1.225bn to $1.275bn for its first quarter of fiscal 2027.

“AI infrastructure is undergoing a fundamental architectural shift toward optical connectivity,” said Matt Murphy, chairman and CEO of Marvell. The companies said the combined business would address a market opportunity of $550bn and allow closer co-design of electrical and optical parts for customers building AI data centres. ServeTheHome described the rationale as a response to the limits of copper links as lane speeds rise inside large AI clusters.

“Surging AI data traffic requires rapid hardware innovation, and this combination enhances our ability to deliver next-generation solutions at scale.” Michael Hurlston, president and CEO of Lumentum

Demand for data centre optics has grown quickly. Market research firm LightCounting expects sales of Ethernet optical transceivers to grow by 120% in 2026 after almost 90% growth in 2025, and forecasts growth slowing to 76% in 2027, Lightwave reported. Both companies also count Nvidia as an investor: according to TechCrunch, Nvidia invested $2bn in Lumentum in March as part of a multi-year laser supply agreement, and a further $2bn in Marvell later that month.

Market reaction and what to watch

Investors reacted badly. Marvell shares had already fallen after Bloomberg reported on 28 October that the companies were in advanced talks. On 2 November, Marvell closed down about 13% at around $171, while Lumentum fell 18.6% to $684.40, according to market reports from The Motley Fool and 24/7 Wall St. At that close, 4.5 Marvell shares were worth about $771, leaving Lumentum trading roughly 11% below the value of the offer, 24/7 Wall St calculated.

The next steps are Marvell’s S-4 filing, the two stockholder votes and the regulatory reviews required before the expected completion in the first half of 2028. Marvell was advised by Qatalyst Partners, J.P. Morgan and Goldman Sachs, and Lumentum by Citigroup and Evercore.

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