Lumentum CEO Tells Staff Optics And Electronics Are Colliding, And The Lumentum Brand Will Vanish Into Marvell
Lumentum holders get 4.5 Marvell shares each and a 33% stake in the combined company, with Matt Murphy staying CEO.
Lumentum, which makes lasers, optical modules and other optical and photonic products, will lose its name if its all-stock merger with Marvell closes, CEO Michael Hurlston told employees in a Monday email filed with the SEC. Lumentum holders would get 4.5 Marvell shares for each share they own and end up with 33% of the combined company.
Why Hurlston Says Combine Now
Hurlston wrote that optics and electronics are beginning to collide. As the industry moves toward tighter designs, he said, "simple patchworks no longer suffice," and he and the board concluded a Marvell tie-up gave Lumentum the best chance to lead the next generation of optics co-design.
He said the combination would make the company the fifth-largest network semiconductor company in the world and more than quadruple its addressable market to over half a trillion dollars. An employee FAQ attached to the email puts the deal at approximately $100 billion, with Marvell holders owning about 67% on a fully diluted basis.
Lumentum, which sells laser chips, subassemblies, optical modules, optical circuit switches and industrial lasers to cloud providers, AI infrastructure builders and network equipment makers, had a market value of $76.2 billion in Monday's session.
Murphy Stays, Three Directors Move
Marvell CEO Matt Murphy remains chairman and CEO of the combined company, the FAQ says. Three Lumentum directors, Hurlston among them, are expected to join Marvell's board, subject to final agreement and approvals. No other roles have been discussed.
Lumentum will become part of Marvell, including its name and brand. No decision has been made on the San Jose headquarters, and the company expects R&D and operations to largely run as they do today. Hurlston said Marvell recognizes the value of Lumentum's wafer fabs and manufacturing.
Equity awards keep vesting as scheduled until closing, and an employee whose role is eliminated because of the acquisition would be eligible for severance consideration. The FAQ stresses that no job changes are planned at this time.
A 12-to-18-Month Road To Closing
The companies expect to close in approximately 12 to 18 months. Shareholders of both must approve, and regulators must sign off. Marvell intends to file a Form S-4 registration statement with a joint proxy statement for both sets of holders.
Until then the two stay separate. Hurlston said Lumentum's fiscal first quarter 2027 results, also announced Monday, were "exceptional," and told staff to keep executing. A Bloomberg Law report traces Lumentum from a 2015 spinoff from JDSU, valued at roughly $1 billion at the start, to this takeover.
Murphy joined Lumentum's all-hands sessions Monday to make the case to staff directly.
Sources
- 425 — Lumentum Holdings Inc. re: Lumentum Holdings Inc. (LITE) — SEC EDGAR
- Marvell Reaches $115 Billion Deal for Lumentum Holdings — news.bloomberglaw.com
- Lumentum Goes From $1 Billion Spinoff to $115 Billion Takeover — news.bloomberglaw.com
- Marvell Strikes $115B Deal To Acquire Lumentum: CEO Sees ‘Once In A Generation’ Opportunity In AI Optical Shift — Yahoo Finance
- Marvell and Lumentum to Combine, Creating a Category Leader in AI Connectivity — businesswire.com
