Marvell Announces Definitive Agreement to Acquire Lumentum in All-Stock Transaction

Marvell Technology, Inc. (MRVL) announced it has entered into a definitive merger agreement to acquire Lumentum Holdings Inc. The transaction will be an all-stock deal, resulting in Lumentum becoming a wholly owned subsidiary of Marvell.

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 (the "Exchange Ratio").
• Governance: Upon closing, Marvell will appoint three individuals designated by Lumentum to its Board of Directors.
• Termination Fees: The agreement includes termination fees of $5.8 billion payable by Marvell and $2.9 billion payable by Lumentum under certain circumstances. Marvell is also subject to a $3.2 billion regulatory termination fee if the deal fails to close due to a lack of regulatory approvals.