===Lumentum (LITE) to be acquired by Marvell (MRVL) for $115 billion

• Custom chip designer Marvell has signed a deal to acquire optical chip and networking equipment maker Lumentum in an all-stock deal with an enterprise value of $115 billion (including debt) and an equity value of about $80 billion. Marvell will provide 4.5 shares of its common stock for each share of Lumentum.
• This makes the deal one of the biggest acquisitions in tech history. It compares to Microsoft buying Activision Blizzard for $68.7 billion in 2022 and Dell buying EMC for $67 billion in 2016. 

• Under the terms of the agreement, Lumentum stockholders will receive a fixed exchange ratio of 4.500 shares of Marvell common stock for each share of Lumentum common stock they own. The transaction has an implied enterprise value of $115 billion for Lumentum, representing approximately $1,132 per share of Lumentum common stock and a premium of approximately 23.9% based on each company's unaffected closing share price as of October 28, 2026, the last trading day before market speculation regarding a potential transaction began. Post-closing, current Marvell stockholders will own approximately 67% of the combined company on a fully diluted basis, while Lumentum stockholders will own approximately 33%.
• The combination is expected to deliver substantial strategic and financial benefits:
  • Creates a category leader in AI connectivity: Combining Marvell's electrical and optical interconnect, switching and custom silicon technologies with Lumentum's high-performance lasers, optical transceivers and OCS capabilities will create a comprehensive connectivity portfolio spanning scale-across, scale-out, scale-up and scale-in. Upon closing, the combined company anticipates being positioned to address customer connectivity requirements across a broad range of distances and topologies, from distributed data centers to advanced semiconductor packages.
  • Enables end-to-end extreme co-design and accelerates customer innovation: As AI infrastructure becomes increasingly complex, customers require higher levels of integration and optimization across digital, analog and optical technologies. By bringing together complementary technologies and engineering expertise across the signal chain, the combined company expects to be positioned to develop highly-optimized, pre-validated optical solutions designed to improve bandwidth, performance and power efficiency, accelerate customer time to market and support high-volume production.
  • Combines highly specialized manufacturing capabilities and enhances R&D resources: Lumentum brings advanced compound semiconductor manufacturing and process technologies, including indium phosphide (InP), as well as high-speed and high-power laser capabilities. After closing, the combined company plans to bring together leading-edge semiconductor design, advanced packaging and specialized manufacturing capabilities to enable deeper heterogeneous integration, strengthen strategic supply and accelerate the development of next-generation optical technologies.
  • Creates significant long-term stockholder value: The combination brings together two of the fastest-growing companies enabling AI infrastructure and expands the combined company's total addressable market to $550 billion and enhances the combined company's ability to serve customers in emerging scale-up and scale-in markets. The transaction is expected to enhance the combined company's long-term revenue growth, non-GAAP gross margin and non-GAAP operating margin profile, provide line of sight to more than $1 billion in annual run-rate cost synergies and is expected to be accretive to Marvell non-GAAP earnings per share in year one post-close.
• Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, Lumentum stockholders will receive a fixed exchange ratio of 4.500 shares of Marvell common stock for each share of Lumentum common stock held at the time of closing, implying pro forma ownership of approximately 33% of the combined company for Lumentum stockholders on a fully diluted basis.
• Following closing, Matt Murphy will continue as Chairman and CEO of the combined company. As part of the transaction, three members of Lumentum's Board of Directors, including Lumentum CEO Michael Hurlston, will join Marvell's Board, which currently consists of seven directors.
  The transaction is expected to close in the first half of calendar year 2028, subject to approval by Marvell and Lumentum stockholders, receipt of regulatory approvals and other customary closing conditions