Marvell Technology has agreed to acquire Lumentum in an all-stock transaction with an implied enterprise value of approximately $115 billion, creating a larger connectivity platform focused on next-generation AI infrastructure.
Under the agreement, Lumentum shareholders will receive 4.500 shares of Marvell common stock for each Lumentum share they own.
The transaction implies a value of approximately $1,132 per Lumentum share and represents a premium of roughly 23.9% based on the unaffected closing prices of both companies on October 28, 2026.
Following the close, existing Marvell shareholders are expected to own approximately 67% of the combined company on a fully diluted basis, while Lumentum shareholders will own approximately 33%.
The companies said the combination is designed to address the increasingly complex connectivity requirements of AI infrastructure as systems move beyond traditional copper-based architectures and adopt more optical technologies.
Marvell brings capabilities across electrical and optical interconnects, network switching, custom XPUs, XPU connectivity, advanced semiconductors, and silicon photonics.
Lumentum adds expertise in high-performance lasers, optical transceivers, optical circuit switching, and specialized compound semiconductor manufacturing.
Together, the companies expect to create a full-stack connectivity portfolio spanning scale-across, scale-out, scale-up, and scale-in architectures.
The combined business is expected to address a total addressable market of approximately $550 billion.
Marvell also expects the transaction to improve its long-term revenue growth profile, non-GAAP gross margin, and non-GAAP operating margin.
The companies identified more than $1 billion in potential annual run-rate cost synergies.
Marvell expects the transaction to be accretive to non-GAAP earnings per share during the first year following completion.
The combined company also plans to deepen integration across digital, analog, and optical technologies to develop pre-validated optical solutions designed to improve bandwidth, power efficiency, and time to market.
Lumentum’s specialized manufacturing capabilities include indium phosphide technologies as well as high-speed and high-power laser production.
Matt Murphy will remain Chairman and CEO of Marvell following the transaction.
Three members of Lumentum’s Board, including President and CEO Michael Hurlston, are expected to join Marvell’s Board.
The transaction has been unanimously approved by both boards and is expected to close in the first half of 2028, subject to shareholder approvals, regulatory clearances, and customary closing conditions.
Qatalyst Partners is serving as lead financial advisor to Marvell, with J.P. Morgan and Goldman Sachs also advising the company. Wilson Sonsini Goodrich & Rosati is serving as legal advisor.
Citigroup and Evercore are serving as financial advisors to Lumentum, while Davis Polk & Wardwell is acting as legal advisor.
KEY QUOTES:
“AI infrastructure is undergoing a fundamental architectural shift toward optical connectivity, creating an opportunity that comes along once in a generation.”
Matt Murphy, Chairman And CEO Of Marvell
“The companies that move first and help define this transition will set the standard for decades to come.”
Matt Murphy, Chairman And CEO Of Marvell
“Joining Marvell creates a company uniquely positioned to capitalize on a market opportunity of $550 billion and generate significant, sustainable stockholder value.”
Michael Hurlston, President And CEO Of Lumentum
“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
