FTC approves in advance! Marvell Technology, Inc. (MRVL.US) acquisition of Celestial AI, aiming to break through the memory wall bottleneck in "photon fabric".

On Thursday local time, Marvell Technology, Inc. (MRVL.US) announced that its acquisition offer for the artificial intelligence chip startup Celestial AI has received an early termination notice from the Federal Trade Commission (FTC) of the United States. This development means that the major merger deal has successfully passed the compliance review required by the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act). By authorizing the early termination of the waiting period for review, regulatory agencies have determined that the transaction will not pose a substantial threat to industry competition, thereby clearing the core legal obstacles for the integration process to proceed before the statutory 30-day waiting period expires. According to the previously announced transaction details, Marvell Technology, Inc. initiated the acquisition in early December 2025, with an initial consideration of approximately $3.25 billion, including $1 billion in cash and $2.25 billion in stock. In addition, the agreement also includes a performance-based supplemental clause, under which Marvell Technology, Inc. will pay an additional 27.2 million shares of stock to Celestial AI's shareholders if certain revenue targets are met. The first revenue target is for Marvell Technology, Inc. to achieve cumulative revenue of at least $500 million in the 2029 fiscal year, which will trigger one-third of the payment. The remaining payments will be made as Celestial AI's cumulative revenue exceeds $2 billion by the end of Marvell Technology, Inc.'s 2029 fiscal year. If Celestial AI achieves specific revenue milestones in the 2029 fiscal year, the total transaction value could reach as high as $5.5 billion. It is worth mentioning that the core asset of this acquisition lies in the "Photonic Fabric" technology developed by Celestial AI, which uses light signals instead of traditional electrical signals to address the "memory wall" bottleneck in large-scale artificial intelligence computing systems, providing a high-bandwidth and low-latency chip interconnection solution. Market analysts generally believe that Marvell Technology, Inc. has filled in key technology gaps in the field of optoelectronic interconnects through this acquisition, strengthening its competitive position in the next-generation accelerated computing infrastructure market. With the formal conclusion of the Federal Trade Commission's review, the merger is expected to complete all legal delivery procedures in the first quarter of 2026, subject to meeting customary closing conditions and obtaining regulatory approval. Boosted by this positive regulatory signal, Marvell Technology, Inc.'s stock price in the secondary market has shown a stable trend. On the day the news was announced, its stock price rose slightly, closing with a gain of 0.67% to $83.10.