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Marvell agrees to buy Lumentum at a $115 billion implied enterprise value
The two companies say the combination targets AI connectivity; the $115 billion implied enterprise value is theirs, and the deal needs stockholder and regulatory approval.
Check our sources · 9 facts from 2 sourcesMarvell Technology agreed on 1 November 2026 to buy Lumentum Holdings in an all-stock deal that the companies put at an implied enterprise value of $115 billion for Lumentum. They announced it on 2 November in a joint press release.
Lumentum holders would receive 4.500 Marvell shares for each Lumentum share, which the companies say is about $1,132 a share and a premium of about 23.9% to the 28 October closing price. Marvell stockholders would own about 67% of the combined company. The companies expect the deal to close in the first half of calendar 2028.
It needs approval from both companies' stockholders and from regulators. Lumentum's Form 8-K says Marvell would owe Lumentum a $5.8 billion termination fee if its board withdraws its recommendation or if it ends the agreement for a superior proposal, with a reciprocal $2.9 billion fee from Lumentum. A separate $3.2 billion fee is payable by Marvell in certain regulatory failures.
The companies frame the deal around optical connectivity for AI. Matt Murphy, who would stay chairman and chief executive of the combined company, says AI infrastructure is undergoing a fundamental architectural shift toward optical connectivity. The companies say they expect more than $1 billion in annual run-rate cost synergies and a $550 billion total addressable market; both figures are theirs.
Underlined sentences link to the facts we checked. Dotted words open a short explainer.
Fact 3 of 9 · from Lumentum Holdings Inc. / SEC, 2 Nov 2026
Marvell will be required to pay Lumentum a termination fee equal to $5.8 billion
Fact 9 of 9 · from Marvell and Lumentum / SEC, 2 Nov 2026
line of sight to more than $1 billion in annual run-rate cost synergies
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Check our sources
Every sentence above is checked against these 2 sources.
1 Lumentum Holdings Form 8-K (merger agreement with Marvell)
Open the source archived copy-
Marvell and Lumentum signed a merger agreement dated 1 November 2026 under which each Lumentum share converts into 4.500 Marvell shares (Form 8-K).
citewill be converted into the right to receive 4.500 shares of common stock
-
The 8-K lists as closing conditions adoption by Lumentum stockholders, approval of the share issuance and charter amendment by Marvell stockholders, and HSR Act expiry plus certain other regulatory approvals.
citeadoption of the Merger Agreement by Lumentum’s stockholders; (b) approval of the Share Issuance and the Charter Amendment by Marvell’s stockholders; (c) the expiration or termination of any waiting period applicable to the Merger under the Hart-Scott-Rodino
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The 8-K says Marvell will pay Lumentum a termination fee of 5.8 billion dollars if Lumentum terminates because the Marvell board withdraws its recommendation, or if Marvell terminates to enter a superior proposal, and that Lumentum owes a reciprocal fee of 2.9 billion dollars.
citeMarvell will be required to pay Lumentum a termination fee equal to $5.8 billion
-
The 8-K says Marvell will pay Lumentum a termination fee of 3.2 billion dollars in certain regulatory scenarios.
citeMarvell will be required to pay a termination fee equal to $3.2 billion to Lumentum
2 Joint press release: Marvell and Lumentum to Combine (Exhibit 99.1)
Open the source archived copy-
The joint press release of 2 November 2026 says the transaction has an implied enterprise value of $115 billion for Lumentum. the company says
citeThe transaction has an implied enterprise value of $115 billion for Lumentum
-
The press release says the fixed exchange ratio is 4.500 Marvell shares for each Lumentum share, representing approximately $1,132 per Lumentum share and a premium of approximately 23.9% to the unaffected closing price of 28 October 2026. the company says
citerepresenting approximately $1,132 per share of Lumentum common stock and a premium of approximately 23.9%
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The press release says current Marvell stockholders will own approximately 67% of the combined company on a fully diluted basis, and that the transaction is expected to close in the first half of calendar year 2028. the company says
citecurrent Marvell stockholders will own approximately 67% of the combined company on a fully diluted basis
-
The press release says Matt Murphy will continue as Chairman and CEO of the combined company, and quotes him saying AI infrastructure is undergoing a fundamental architectural shift toward optical connectivity.
citeAI infrastructure is undergoing a fundamental architectural shift toward optical connectivity
-
The press release says the companies expect more than 1 billion dollars in annual run-rate cost synergies and that the combination expands the combined company total addressable market to 550 billion dollars. the company says
citeline of sight to more than $1 billion in annual run-rate cost synergies
Every sentence above is checked against these 2 sources. Each fact has its own address you can cite.
Source 1 · Lumentum Holdings Inc. / SEC · 2 Nov 2026
Lumentum Holdings Form 8-K (merger agreement with Marvell)
Marvell and Lumentum signed a merger agreement dated 1 November 2026 under which each Lumentum share converts into 4.500 Marvell shares (Form 8-K).
will be converted into the right to receive 4.500 shares of common stock
The 8-K lists as closing conditions adoption by Lumentum stockholders, approval of the share issuance and charter amendment by Marvell stockholders, and HSR Act expiry plus certain other regulatory approvals.
adoption of the Merger Agreement by Lumentum’s stockholders; (b) approval of the Share Issuance and the Charter Amendment by Marvell’s stockholders; (c) the expiration or termination of any waiting period applicable to the Merger under the Hart-Scott-Rodino
The 8-K says Marvell will pay Lumentum a termination fee of 5.8 billion dollars if Lumentum terminates because the Marvell board withdraws its recommendation, or if Marvell terminates to enter a superior proposal, and that Lumentum owes a reciprocal fee of 2.9 billion dollars.
Marvell will be required to pay Lumentum a termination fee equal to $5.8 billion
Show all 4 factsShow fewer facts
The 8-K says Marvell will pay Lumentum a termination fee of 3.2 billion dollars in certain regulatory scenarios.
Marvell will be required to pay a termination fee equal to $3.2 billion to Lumentum
Source 2 · Marvell and Lumentum / SEC · 2 Nov 2026
Joint press release: Marvell and Lumentum to Combine (Exhibit 99.1)
The joint press release of 2 November 2026 says the transaction has an implied enterprise value of $115 billion for Lumentum. the company says
The transaction has an implied enterprise value of $115 billion for Lumentum
The press release says the fixed exchange ratio is 4.500 Marvell shares for each Lumentum share, representing approximately $1,132 per Lumentum share and a premium of approximately 23.9% to the unaffected closing price of 28 October 2026. the company says
representing approximately $1,132 per share of Lumentum common stock and a premium of approximately 23.9%
The press release says current Marvell stockholders will own approximately 67% of the combined company on a fully diluted basis, and that the transaction is expected to close in the first half of calendar year 2028. the company says
current Marvell stockholders will own approximately 67% of the combined company on a fully diluted basis
Show all 5 factsShow fewer facts
The press release says Matt Murphy will continue as Chairman and CEO of the combined company, and quotes him saying AI infrastructure is undergoing a fundamental architectural shift toward optical connectivity.
AI infrastructure is undergoing a fundamental architectural shift toward optical connectivity
The press release says the companies expect more than 1 billion dollars in annual run-rate cost synergies and that the combination expands the combined company total addressable market to 550 billion dollars. the company says
line of sight to more than $1 billion in annual run-rate cost synergies
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