We are advising Lumentum on the transaction

Davis Polk is advising Lumentum Holdings Inc. on its all-stock combination with Marvell Technology, Inc. Under the terms of the agreement, Lumentum stockholders will receive 4.500 shares of Marvell common stock for each share of Lumentum common stock, representing an implied enterprise value of approximately $115 billion for Lumentum. Upon closing, Lumentum stockholders will own approximately 33% of the combined company. The transaction is expected to close in the first half of 2028, subject to customary closing conditions, including stockholder and regulatory approvals.

Lumentum is a global leader in optical and photonic technologies that power the networks and infrastructure behind AI, cloud computing and next-generation communications. Built on decades of photonics innovation, Lumentum delivers high-performance lasers, modules and optical subsystems that enable scalable, energy-efficient data center connectivity, advanced telecom networks, industrial manufacturing and sensing applications. Headquartered in San Jose, California, the company operates R&D, manufacturing and sales facilities worldwide.

Marvell is a leading provider of data infrastructure technology, delivering semiconductor solutions that move, store, process and secure the world’s data. Trusted by the world’s leading technology companies for over 30 years, Marvell works in close partnership with its customers to develop solutions that address their current needs and future ambitions across enterprise, cloud and carrier architectures.

The Davis Polk corporate team includes partners Alan F. Denenberg, Michael Diz, Michael Gilson and Tierney O’Rourke and associates Samuel Liebmann, Dove Barbanel and Brigitte Desnoes. Partner Veronica M. Wissel and counsel Charlotte R. Fabiani are providing executive compensation advice. Partner Arthur J. Burke is providing antitrust and competition advice. Partner William A. Curran is providing tax advice. Partner Frank Azzopardi is providing intellectual property and commercial transactions advice. Members of the Davis Polk team are based in the Northern California and New York offices.

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