Marvell Technology, Inc. has entered into an Agreement and Plan of Merger with Lumentum Holdings Inc. to acquire the latter in a stock-for-stock transaction. The agreement was executed on November 1, 2026. The deal will be structured as a two-step merger process where Lumentum will first merge into a wholly owned subsidiary of Marvell, and that subsidiary will subsequently merge into a second subsidiary of Marvell.
Under the terms of the agreement, Lumentum stockholders will receive 4.500 shares of Marvell common stock for each share of Lumentum common stock they own. This exchange ratio applies to Lumentum common stock and its Series A Convertible Preferred Stock, with cash paid for fractional shares. Lumentum stockholders also have the option to elect to receive Marvell Series B Convertible Preferred Stock instead of common stock, provided the election is made in accordance with the agreement.
Marvell’s board of directors unanimously approved the merger and has resolved to recommend that Marvell’s stockholders approve the issuance of shares and an amendment to Marvell’s charter to increase authorized shares. Following the closing of the merger, Marvell plans to appoint three individuals designated by Lumentum to its board of directors.
The transaction is subject to customary closing conditions, including the approval of Lumentum and Marvell stockholders, the expiration of the Hart-Scott-Rodino waiting period, and the absence of a material adverse effect on either company. The agreement includes termination rights and stipulates that if the merger is terminated by Lumentum due to Marvell withdrawing its recommendation or if Marvell terminates to enter into a superior proposal, Marvell will be required to pay a termination fee of $5.8 billion.
