<p><strong>SANTA CLARA</strong> &#8212; <a href="http://www.marvell.com/" rel="nofollow" shape="rect">Marvell Technology, Inc</a>., a leader in data infrastructure semiconductor solutions, plans to acquire Celestial AI, a pioneer of a disruptive Photonic Fabric technology platform purpose-built for scale-up optical interconnect. This strategic acquisition represents a transformational milestone in accelerating the company’s connectivity strategy for next-generation AI and cloud data centers.</p>
<p>Marvell will pay Celestial AI $3.25 billion up front, consisting of $1.0 billion in cash, as well as approximately 27.2 million shares of Marvell common stock, having a value of $2.25 billion, based on the average volume weighted average price (VWAP) for the 10 trading days ending the second day prior to signing. In addition, Marvell will pay Celestial AI equityholders incremental contingent consideration of up to approximately 27.2 million shares of Marvell common stock, having a value of up to $2.25 billion, based on the same 10 trading day VWAP, upon satisfaction of certain revenue milestones. The first milestone, representing one-third of the earnout consideration, will be achieved if Celestial AI reaches cumulative revenue of at least $500 million by the end of Marvell’s fiscal year 2029. The full earnout would be paid if Celestial AI’s cumulative revenue by the end of Marvell’s fiscal year 2029 exceeds $2.0 billion.</p>
<p>Celestial AI has raised more than $520 billion to date from investors including Fidelity, Black Rock, Tiger Global, Temasek, Porsche, AMD and Samsung.</p>
<p>AI is reshaping data center architectures at unprecedented speed. Next-generation accelerated systems are no longer confined to a single rack – they are evolving into multi-rack configurations connecting hundreds of XPUs with an integrated high-bandwidth, ultra-low latency, any-to-any scale-up fabric. This architecture allows each XPU to access the memory of every other XPU directly. These advanced fabrics demand purpose-built switches and protocols such as UALink, engineered to deliver the performance and efficiency required at scale.</p>
<p>Given the power, bandwidth, latency, and reach requirements of multi-rack scale-up fabrics, interconnects will increasingly transition to all-optical connections. This acquisition positions Marvell to lead this technology shift and capture a brand-new semiconductor TAM for optical interconnects.</p>
<p>Combined with existing leadership in scale-out and scale-across connectivity, Marvell expects this expanded portfolio will result in the industry’s most comprehensive provider of high-bandwidth, low-power, low-latency solutions for next-generation data center connectivity.</p>
<p>“The acquisition of Celestial AI is a transformative step in Marvell’s evolution and expands our leadership in AI connectivity, as scale-up becomes the next frontier in AI infrastructure,” said Matt Murphy, Chairman and CEO of Marvell. “This builds on our technology leadership, broadens our addressable market in scale-up connectivity, and accelerates our roadmap to deliver the industry’s most complete connectivity platform for AI and cloud customers.”</p>

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