Marvell 拟以 1150 亿美元全股票交易收购 Lumentum

Marvell Technology and Lumentum said in a joint announcement on November 2, 2026, that they had entered a definitive agreement for Marvell to acquire Lumentum in an all-stock transaction with an implied enterprise value of $115 billion, combining electrical and optical technologies for AI connectivity.

Each Lumentum common share will convert into 4.500 Marvell common shares at closing, with cash paid in lieu of fractional shares. The companies put the implied value at approximately $1,132 per Lumentum common share and the premium at approximately 23.9%, based on each company’s unaffected closing share price on October 28, 2026, the last trading day before market speculation about a potential transaction began. Current Marvell stockholders would own approximately 67% of the combined company on a fully diluted basis after closing, and Lumentum stockholders approximately 33%. Both companies’ boards unanimously approved the agreement.

The executed merger agreement, dated November 1, 2026, establishes a two-step structure using two wholly owned Marvell acquisition subsidiaries. The first subsidiary merges into Lumentum, which initially survives as a wholly owned Marvell subsidiary; that surviving corporation then merges promptly into the second subsidiary. Lumentum’s Series A convertible preferred shares will convert into Marvell common shares using their underlying common-share conversion rights and the same exchange ratio, unless a holder elects to receive one new Marvell Series B preferred share for each Lumentum preferred share.

Combined AI Connectivity Portfolio

Marvell contributes electrical and optical interconnect, network switching, custom XPU and XPU-attach products, and advanced semiconductor technology. Lumentum contributes high-performance lasers, optical transceivers, optical circuit switching and specialized compound-semiconductor manufacturing. After closing, the portfolio is expected to span leading-edge CMOS, silicon photonics, compound semiconductors, advanced packaging and manufacturing capabilities.

The planned combination is designed to support closer co-design across the electrical and optical signal chain, with connectivity ranging from distributed data centers to links within advanced semiconductor packages. The companies expect to develop optimized, pre-validated optical solutions for high-volume production and to address scale-across, scale-out, scale-up and scale-in connectivity. Lumentum also brings indium-phosphide process technology and high-speed and high-power laser capabilities, which the companies plan to combine with semiconductor design and advanced packaging for deeper heterogeneous integration.

Market Projections and Leadership

The companies project that the combined company’s total addressable market will expand to $550 billion, with a path to more than $1 billion in annual run-rate cost synergies. They also expect the transaction to enhance long-term revenue growth.

Matt Murphy will remain chairman and CEO after closing. Three Lumentum directors, including Lumentum president and CEO Michael Hurlston, will join Marvell’s board, which currently consists of seven directors. The merger agreement requires the Lumentum designees to be selected from its existing board and to be reasonably acceptable to Marvell.

Approval Conditions and Termination Terms

The companies expect the transaction to close in the first half of calendar year 2028, subject to stockholder and regulatory approvals and other customary conditions. Lumentum stockholders must adopt the merger agreement, while Marvell stockholders must approve the share issuance and a charter amendment increasing the number of authorized Marvell common shares.

Marvell’s Form 8-K lists additional conditions, including expiration or termination of the applicable US antitrust waiting period, specified regulatory approvals, effectiveness of the registration statement containing the joint proxy statement and prospectus, and authorization to list the newly issued Marvell shares. The initial outside date is 11:59 p.m. Pacific Time on November 1, 2027, with possible extensions to February 1, 2028, May 1, 2028, and August 1, 2028, in specified circumstances when required regulatory approvals have not been obtained.

Marvell would pay a $5.8 billion termination fee if Lumentum terminates because Marvell’s board withdraws its recommendation or if Marvell terminates to enter into an agreement for a superior proposal. The fee also applies in specified cases involving an alternative-transaction proposal followed by Marvell agreeing to or completing an alternative transaction for a majority of the company within twelve months of termination. Lumentum has reciprocal obligations carrying a $2.9 billion fee.

A separate $3.2 billion Marvell regulatory termination fee would apply to specified terminations involving failure to close by the outside date, a final non-appealable antitrust or foreign-investment restraint, or a final non-appealable denial of a required approval. In each case, the non-regulatory closing conditions must be satisfied or capable of satisfaction.

The registration statement, joint proxy materials, stockholder votes and regulatory clearances remain the documented steps before closing. The agreement’s later outside-date extensions apply only to specified regulatory delays, leaving the approval conditions in place.