Initial notes on $Marvell Tech(MRVL.US)'s rumoured $Lumentum(LITE.US) acquisition:1. Why?!- $Lumentum(LITE.US)'s CEO has…

Initial notes on $Marvell Tech(MRVL.US)'s rumoured $Lumentum(LITE.US) acquisition:

1. Why?!

- $Lumentum(LITE.US)'s CEO has said they're sold out into 2029. So do management think the InP laser shortage is shorter than what their orders suggest? Need more clarity on why Lumentum would green light this.

- With lasers sold out into 2029, I think owning the fab might be the only way $Marvell Tech(MRVL.US) can guarantee supply for FY28 growth. So maybe Marvell and Lumentum have different reads on the InP laser shortage?

2. This has to be mostly stock.

- $Marvell Tech(MRVL.US) has ~$3.9B cash vs. $5.0B debt. Combined run-rate EBITDA is circa $7-7.5B (my numbers), so I think staying investment grade caps new debt at around $15-20B.

- At a ~30% premium that leaves $85-90B+ paid in stock, with $Lumentum(LITE.US) holders owning ~30% of the combined company.

- I feel that’s a lot of Marvell to hand over.

3. I think the strategy is much better than the reaction.

- $Marvell Tech(MRVL.US) are essentially buying the part of the optical link that survives the move to CPO which is a pretty smart hedge on their own DSP franchise.

- Marvell announced Inphi around 6 years ago (~$10B in cash + stock), and that deal built the core of MRVL's optics business.

- This is basically the same move just one layer down, from DSP to laser, stacked on Celestial AI.

- Probably a good signal that Marvell are running the same optics playbook again?

4. Dilution.

- $Marvell Tech(MRVL.US) trades on about 52x run rate EPS.

- $Lumentum(LITE.US) is about 60x on its FQ1 guide at tonight's AH price and about 70x with a 30% premium.

- That's ~15% dilutive to Marvell's run-rate EPS (my rough napkin math number) assuming a 30% premium, ~$17.5B of new debt at ~5%, and the rest in stock at $228. (Again, very rough numbers).

- It only turns accretive if Lumentum keeps outgrowing Marvell at today's guided rates (+24% q/q vs +15%) for another five or six quarters.

- I think that's achievable while the laser shortage lasts, but I feel the whole deal ends up being a bet on how long that is.

5. Fewer lasers on the open market.

- If LITE's output gets prioritised for $NVIDIA(NVDA.US) and Marvell's own modules, everyone else buying LITE EMLs and CW lasers gets tighter allocation.

- I think that's bullish for laser pricing at $Coherent Corp.(COHR.US) and for other laser sources like $SIVE (lol).

- Feels like the module makers that depend on LITE lasers are the quiet losers.

6. Channel conflict.

- Marvell is the leading DSP supplier to 800G/1.6T module makers, and LITE already sells its own modules through Cloud Light.

- I think Innolight and Eoptolink start shifting DSP share to $Broadcom(AVGO.US) and $Credo Tech(CRDO.US)?

- I feel hyperscalers will push harder to second-source lasers from $Coherent Corp.(COHR.US).