Marvell to Acquire Lumentum for $115 Billion

The agreement was announced jointly by Marvell (opens in a new tab) and Lumentum on 2 November 2026, with the release datelined from Santa Clara and San Jose, California. Marvell is the acquirer and Lumentum the target. Both companies trade on NASDAQ, which makes this a transaction between two public companies and one that both sets of stockholders will vote on. The consideration is entirely in Marvell common stock, so the agreement is structured as an exchange of ownership rather than a cash purchase, a point developed in the exchange ratio.

Who leads the combined company

Following closing, Matt Murphy will continue as Chairman and CEO of the combined company. As part of the transaction, three members of Lumentum’s Board of Directors, including Lumentum CEO Michael Hurlston, will join Marvell’s Board, which currently consists of seven directors. The structure therefore pairs continuity at the top of Marvell with direct representation for the Lumentum side in the boardroom, and it places the executive who runs Lumentum today inside the governance of the company that will own it.

What each chief executive says

Murphy frames the transaction around timing. He says the companies that move first and help define the transition to optical connectivity will set the standard for decades to come, and that bringing together two leaders with highly complementary technologies, exceptional talent and specialized manufacturing capabilities is how Marvell intends to help shape the next era of AI connectivity. Hurlston frames it around customers and scale, saying that joining Marvell positions the combined company to capitalize on a market opportunity of $550 billion and that together the companies will meet customers’ complete interconnect needs.

Under the terms of the agreement, Lumentum stockholders will receive a fixed exchange ratio of 4.500 shares of Marvell common stock for each share of Lumentum common stock held at the time of closing. The companies state that this gives the transaction an implied enterprise value of $115 billion for Lumentum, which represents approximately $1,132 per share of Lumentum common stock. The announcement describes a premium of approximately 23.9% based on each company’s unaffected closing share price as of October 28, 2026, which the announcement calls “the last trading day before market speculation regarding a potential transaction began.”

The date matters because it fixes the reference point. Measuring the premium against the closing prices of 28 October 2026 puts both companies on the same unaffected basis, as the release states for each company alike. The release states the three headline measures together: the ratio, the per-share value and the premium.

The ownership split

After closing, current Marvell stockholders will own approximately 67% of the combined company on a fully diluted basis, and Lumentum stockholders will own approximately 33%. Lumentum holders therefore keep a substantial and direct share of the future of the combined business, one that grows or shrinks with the Marvell share price they receive. The data workbook below calculates the relationship between the two ownership figures and the transaction value from the stated inputs.

• –Consideration: all stock, with a fixed exchange ratio of 4.500 Marvell shares per Lumentum share.
• –Implied enterprise value: $115 billion for Lumentum, approximately $1,132 per Lumentum share.
• –Premium: approximately 23.9% to unaffected closing prices on 28 October 2026.
• –Pro forma ownership: approximately 67% Marvell stockholders and approximately 33% Lumentum stockholders, fully diluted.

The joint announcement opens its case with the state of the industry. It says the AI infrastructure industry is at an inflection point, that rapidly growing bandwidth requirements and the physical limitations of copper-based connectivity are accelerating the transition toward optical technologies, and that as AI infrastructure scales to increasingly complex architectures, particularly scale-up and scale-in, the industry is shifting from discrete, modular components toward highly integrated optical solutions. Those solutions, in the companies’ words, require much closer co-design of electrical and optical technologies to deliver greater bandwidth, performance and energy efficiency.

Four domains of connectivity

Both chief executives use the same four terms for the distances and topologies the combined company intends to serve: scale-across, scale-out, scale-up and scale-in. The announcement says the portfolio will address customer connectivity requirements from distributed data centers to connections within advanced semiconductor packages. Hurlston adds that, together, the companies will meet customers’ complete interconnect needs, spanning scale-across and scale-out today to scale-up and scale-in domains tomorrow.

The announcement describes Lumentum as a global leader in optical and photonic technologies (opens in a new tab) that power the networks and infrastructure behind AI, cloud computing and next-generation communications. It delivers high-performance lasers, modules and optical subsystems that enable scalable, energy-efficient data center connectivity, advanced telecom networks, industrial manufacturing and sensing applications. Lumentum is headquartered in San Jose, California, and operates R&D, manufacturing and sales facilities worldwide.

What Lumentum adds to Marvell is specific. The release names advanced compound semiconductor manufacturing and process technologies, including indium phosphide (InP), as well as high-speed and high-power laser capabilities. It also names optical transceivers and optical circuit switching (OCS). Marvell’s own strengths, as the release lists them, are electrical and optical interconnect, network switching, custom XPU and XPU attach and advanced semiconductor technologies. The two lists meet at the optical link, which is where the combined company intends to compete.

A portfolio across the stack

Following closing, the combined company is expected to offer a highly complementary portfolio spanning leading-edge CMOS, silicon photonics, compound semiconductors, advanced packaging and manufacturing capabilities. The release says this is intended to enable deeper integration and co-design across the electrical and optical signal chain, positioning Marvell to deliver highly optimized connectivity solutions across a wide range of distances. It adds that the combined company plans to bring together leading-edge semiconductor design, advanced packaging and specialized manufacturing capabilities to enable deeper heterogeneous integration, strengthen strategic supply and accelerate the development of next-generation optical technologies.

The acquirer enters the transaction from a position of momentum. In its second-quarter fiscal 2027 results (opens in a new tab), published on 27 August 2026, Marvell delivered net revenue of $2.739 billion, a new record that grew by 37% year on year and came in $39.0 million above the midpoint of the company’s guidance. GAAP gross margin was 53.1% and non-GAAP gross margin was 58.9%. GAAP net income was $308.0 million, or $0.33 per diluted share, and non-GAAP net income was $865.9 million, or $0.94 per diluted share. Cash flow from operations for the quarter was $605.5 million.

Murphy attributed the quarter to continued strong demand across the Data Center portfolio, where revenue growth accelerated to 46% year over year. He said AI-related bookings remain exceptionally robust and that he expects revenue growth to accelerate further through the remainder of fiscal 2027, adding that Marvell was again raising its revenue outlook for both fiscal 2027 and fiscal 2028 compared with the guidance given the previous quarter. He pointed to broad-based strength across the Data Center portfolio, including strong demand in Connectivity and a significant acceleration in the Custom business beginning in the second half of fiscal 2027.

A balance sheet to build from

At the end of the quarter, on 1 August 2026, Marvell held cash and cash equivalents of $3,932.8 million, and it invested $741.1 million in research and development during the quarter. The data workbook relates those figures to the size of the transaction. With the transaction announcement, Marvell also issued preliminary revenue for the third quarter of fiscal 2027 consistent with previously provided guidance, maintaining the midpoint of its prior guidance while narrowing the expected range to plus or minus 2% from the original plus or minus 5%.

The financial case in the announcement has four parts. The transaction is expected to enhance the combined company’s long-term revenue growth, non-GAAP gross margin and non-GAAP operating margin profile. It provides line of sight to more than $1 billion in annual run-rate cost synergies. It is expected to be accretive to Marvell non-GAAP earnings per share in year one post-close. And it expands the combined company’s total addressable market to $550 billion, which the companies describe as enhancing their ability to serve customers in emerging scale-up and scale-in markets.

The release groups its rationale under four headings: creating a category leader in AI connectivity, enabling end-to-end extreme co-design and accelerating customer innovation, combining highly specialized manufacturing capabilities and enhancing R&D resources, and creating significant long-term stockholder value. Together they describe a transaction that is meant to work on technology, on customers, on manufacturing and on the financial profile of the combined company at the same time.

Reading the numbers together

The data workbook calculates how the synergy target, the addressable market and Marvell’s own results relate to the $115 billion transaction value, so readers can see the proportions without leaving the page. Each calculation shows its formula and its sourced inputs. The calculations compare stated amounts, and they are not forecasts.

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 other customary closing conditions. Marvell intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement for Marvell’s and Lumentum’s respective stockholders and will also constitute a prospectus for the Marvell shares to be issued in the transaction. The definitive joint proxy statement and prospectus will be mailed to stockholders of both companies after the Form S-4 is declared effective by the SEC.

The advisors

Qatalyst Partners is serving as lead financial advisor, and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are serving as financial advisors, to Marvell. Wilson Sonsini Goodrich & Rosati is legal advisor to Marvell, and FGS Global is strategic communications advisor. For Lumentum, Citigroup Global Markets Inc. and Evercore are financial advisors, Davis Polk & Wardwell LLP is legal advisor, and Joele Frank, Wilkinson Brimmer Katcher is strategic communications advisor. Marvell and Lumentum hosted a joint conference call at 5:00 a.m. Pacific Time on the day of the announcement to discuss the transaction.