Marvell Technology: Agrees to buy Lumentum, all-stock deal

Marvell Technology has disclosed an agreement dated 1 November 2026 to acquire Lumentum Holdings, with eligible Lumentum common shares to be exchanged for 4.50 Marvell common shares each. Marvell’s 2 November current report to the US Securities and Exchange Commission said the companies announced the agreement that day, with completion subject to the agreement’s conditions.

Wilson Sonsini Goodrich & Rosati, which said it is advising Marvell on the transaction, described the acquisition as an all-stock deal with an implied enterprise value of US$115 billion. The law firm said completion was expected in the first half of 2028, subject to shareholder and regulatory approvals and other customary closing conditions. That is an expected timetable, not a confirmed completion date.

The merger agreement records unanimous approval by both companies’ boards. Marvell’s board recommended that its shareholders approve a share issuance and an amendment to its certificate of incorporation, the company’s governing charter. Lumentum’s board recommended that its shareholders adopt the merger agreement.

Those board decisions are distinct from shareholder approval. Marvell’s current report describes plans for documents to be sent to shareholders in connection with the proposed transaction.

Share exchange and ownership

Under the merger agreement, each eligible Lumentum common share outstanding immediately before the first merger takes effect would convert into a right to receive 4.50 Marvell common shares. The provision excludes shares designated for cancellation elsewhere in the agreement and allows cash instead of fractional Marvell shares where applicable.

The agreement states that the converted Lumentum common shares would be cancelled and cease to exist. Their holders would retain the right to receive the merger consideration, meaning the shares and any applicable fractional-share payment due under the agreement.

Wilson Sonsini put the implied value at approximately US$1,132 per Lumentum common share. It said this represented a premium of approximately 23.9 per cent based on the companies’ unaffected closing share prices on 28 October 2026.

The share ratio is fixed under the agreement; the dollar valuation reported by the adviser is tied to those share prices. It is not a promise of a fixed cash payment to Lumentum common shareholders.

After completion, Marvell shareholders would own approximately 67 per cent of the combined company and Lumentum shareholders approximately 33 per cent on a fully diluted basis, according to Wilson Sonsini. That ownership measure takes account of potential shares from instruments that can become common stock, rather than only shares already outstanding.

The adviser described Marvell’s business as data infrastructure semiconductors and Lumentum’s as optical and photonic technologies supporting artificial intelligence, cloud computing and communications networks. Marvell’s filing, however, warned that the ability to integrate the businesses and realise expected benefits remained subject to risks.

Two mergers and three board nominees

The agreement provides for two successive mergers under the General Corporation Law of the State of Delaware. It identifies Marvell as the parent company and names two wholly owned subsidiaries, Java Merger Sub, Inc. and Java Merger Sub II, Inc., as the entities through which the transaction would proceed.

In the first step, Java Merger Sub would merge into Lumentum. Lumentum would survive that step as a wholly owned Marvell subsidiary, while Java Merger Sub would cease to exist separately.

Promptly afterwards, Lumentum would merge into Java Merger Sub II, according to the agreement. That second subsidiary would survive, assume the rights and obligations of the corporation surviving the first merger, and take the name Lumentum Holdings Inc.

Each step requires a certificate of merger to be filed with Delaware’s Secretary of State, the agreement states. Each merger would take legal effect when its certificate is duly filed or at a later time agreed by the parties and specified in the certificate.

The agreement also gives Lumentum a role in the parent company’s board. Before closing, Lumentum must designate three individuals from its board as constituted on the agreement date to join Marvell’s board immediately after the first merger takes effect.

Those nominees must be reasonably acceptable to Marvell and meet applicable legal, Nasdaq and generally applicable board eligibility requirements, the agreement states. Marvell must take the necessary steps to appoint them, including enlarging its board if needed.

For Marvell’s proposed charter amendment, the agreement specifies approval by a majority of votes cast by holders of its common stock and Series A preferred stock voting together. The preferred shares would vote on an as-converted basis, meaning according to the common shares they represent.

Shareholder documents and completion conditions

Marvell said in its current report that it intended to file a registration statement on Form S-4 with the SEC. The document would include a joint proxy statement for both companies’ shareholders and a prospectus covering the Marvell common shares to be issued in the transaction.

The proxy statement would provide information for the shareholder votes, while the prospectus would describe the securities being offered. Marvell said the definitive joint document, if and when available, would be mailed to shareholders after the SEC declared the registration statement effective.

The filing identifies the ability to secure shareholder and regulatory approvals as a transaction risk. It also lists possible disruption to operations, difficulties retaining personnel and business relationships, legal proceedings, integration challenges and circumstances that could permit termination of the agreement. These are disclosed risks, not findings that such problems have occurred.

Section 1.2 of the merger agreement ties closing to satisfaction or permitted waiver of the conditions in Article VII. Unless the parties agree otherwise in writing, closing must occur no later than the third business day after those conditions are met or waived, with conditions due at closing still requiring fulfilment or permitted waiver. The contractual deadline therefore runs from the conditions being satisfied, not from the agreement’s signing or announcement.