Lumentum to be Acquired by Marvell Technology in All-Stock Merger Agreement

Lumentum Holdings Inc. has entered into a definitive agreement to be acquired by Marvell Technology, Inc. in an all-stock transaction. Under the terms of the agreement, Lumentum will become a wholly owned subsidiary of Marvell. The board of directors of Lumentum has unanimously approved the merger and recommends that stockholders adopt the agreement.

Key Details

• Merger Consideration: Each share of Lumentum common stock will be converted into the right to receive 4.500 shares of Marvell common stock. Cash will be paid in lieu of fractional shares.
• Governance: Upon closing, Marvell will appoint three Lumentum-designated individuals to the Marvell Board of Directors.
• Termination Fees: The agreement includes a $2.9 billion termination fee payable by Lumentum and a $5.8 billion termination fee payable by Marvell under certain conditions. A separate $3.2 billion regulatory termination fee is payable by Marvell if the deal fails to close due to regulatory issues.
• Timeline: The agreement was signed on November 1, 2026, and the transaction is subject to stockholder and regulatory approvals. The outside date for closing is November 1, 2027, with potential extensions.