Marvell Technology (MRVL) signed a merger agreement on November 1, 2026, to acquire Lumentum Holdings. Under the terms, each share of Lumentum common stock will be converted into 4,500 shares of Marvell common stock (the exchange ratio), with cash paid only in lieu of fractional shares. Marvell's board of directors unanimously approved the agreement.
Lumentum's Series A convertible preferred shares will be exchanged for Marvell shares, calculated based on the number of common shares into which each is convertible multiplied by the exchange ratio. The holder may instead elect to receive one Marvell Series B convertible preferred share, with the same terms and rights as the Series A. The new Marvell common shares will be listed on the Nasdaq. Lumentum's options, restricted stock and performance shares will be converted into equivalent Marvell awards, and the performance shares will become restricted stock subject only to a vesting period.
After closing, Marvell will appoint to its board three members designated by Lumentum from among Lumentum's current directors, on terms acceptable to Marvell. Marvell will also nominate them for election at the first annual meeting that follows.
Closing depends on approval by the shareholders of both companies, including the issuance of shares and the amendment of Marvell's charter to increase the number of authorized shares. Also required are the expiration of the antitrust review period under the Hart-Scott-Rodino Act and other regulatory approvals, as well as the effectiveness of the Form S-4 registration statement with the SEC. Either party may terminate the agreement if the merger is not completed by November 1, 2027, a deadline that can be extended to February 1, May 1 and August 1, 2028 if regulatory approvals are outstanding.
If the agreement is terminated in certain situations, such as a withdrawal of the Marvell board's recommendation or acceptance of a superior proposal, Marvell will pay Lumentum a termination fee of US$ 5.8 bi. Lumentum has a reciprocal obligation of US$ 2.9 bi in corresponding situations. Marvell will also pay Lumentum US$ 3.2 bi if the deal fails for regulatory reasons, such as a final antitrust ruling or a denied approval, with the other conditions satisfied.
