TMTPOST --   Marvell Technology, Inc.   on   Tuesday announced a definitive agreement to acquire photonics startup Celestial AI for up to $5.5 billion, positioning itself to lead the shift to optical interconnects in next-generation AI data centers as advanced systems scale beyond traditional copper connections.

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The Santa Clara-based chipmaker will pay $3.25   billion upfront--   $1 billion in cash and   $2.25 billion in stock-- with an additional $2.25 billion   in contingent payments if Celestial AI achieves cumulative revenue of $2 billion by fiscal 2029. The deal, expected to close in the first quarter of calendar 2026, marks Marvell's most aggressive move to expand its data center connectivity business.

Marvell stock surged as much as 16% in after-hours trading following the announcement. CEO Matt Murphy told Reuters the acquisition will create "a silicon photonics powerhouse" and open a new   $10 billion addressable market for Marvel   in scale-up   optical connectivity.

The company expects meaningful revenue contributions   from Celestial AI beginning   the second   half   of the fiscal   year   2028,   reaching   a   $500 million annualized run rate in the   fourth   quarter   of that fiscal year   and doubling to $1 billion by its fiscal fourth quarter of   2029.

The deal comes as cloud computing giants prepare large-scale photonics deployments in 2027 or 2028, according to Murphy. Amazon.com Inc. ’ s cloud unit Amazon Web Services   ( AWS )   issued a statement supporting the acquisition, saying it will "help further accelerate optical scale-up innovation for next-generation AI deployments." Related to the deal, Marvell issued a warrant allowing Amazon to purchase up to $90 million worth of Marvell shares based on AWS purchases of photonic fabric products through 2030.

Strategic Bet on Optical Scale-Up Technology

The acquisition addresses a critical inflection point in data center architecture. Next-generation AI systems increasingly require multi-rack configurations connecting hundreds of custom AI chips with integrated, high-bandwidth, ultra-low latency fabrics. These advanced networks demand optical rather than copper connections due to superior power efficiency, bandwidth, and reach requirements.

Celestial AI's Photonic Fabric technology platform uses light instead of electrical signals to create chip-to-chip connections. The startup's first-generation chiplet delivers 16 terabits per second of bandwidth — 10 times the capacity of current 1.6T ports used in scale-out applications — while offering twice the power efficiency of copper interconnects with nanosecond-class latency.

A key competitive advantage is thermal stability. Celestial AI's technology operates reliably in extreme thermal environments created by multi-kilowatt AI processors, enabling co-packaging with high-power chips in 3D configurations. This allows optical connections directly into processors rather than from die edges, freeing valuable space for additional high-bandwidth memory.

Murphy said on an earnings call that the company expects custom chip revenue to grow 20% next year. Marvell helps Amazon and Microsoft build in-house AI chips, according to JP Morgan analyst Harlan Sur. The Celestial technology will be integrated into custom AI chips and related switches based on customer traction, with multiple hyperscalers already engaged on deployment plans.

  Competing in a Crowded Field

The deal intensifies competition with Broadcom and Nvidia in photonics-enabled AI infrastructure. Marvell stock is down 18% year-to-date through Tuesday's regular trading, underperforming semiconductor rivals like Broadcom that have seen valuation increases driven by AI excitement. The acquisition represents an aggressive effort to narrow that gap and capture share in the rapidly evolving connectivity market.

Celestial AI, reportedly valued at $2.5 billion in a March funding round, has attracted industry attention. Intel CEO Lip-Bu Tan joined the startup's board in January. CEO David Lazovsky said in a statement that Marvell is "the ideal home for our Photonic Fabric, with the scale, customer relationships, and connectivity leadership to take this platform into high-volume production."

Combined with existing scale-out and scale-across connectivity capabilities, Marvell expects the expanded portfolio will position it as the industry's most comprehensive provider of high-bandwidth, low-power, low-latency solutions for data center connectivity. Beyond connecting processors in scale-up networks, the technology platform could eventually enable pooled memory appliances and optical replacements for traditional electrical die-to-die connections.

Strong Quarterly Results Support Growth Outlook

Marvell separately reported third-quarter earnings that exceeded expectations, supporting its bullish outlook. Revenue for the quarter ended November 1 rose 36.8% to $2.07 billion, in line with analyst estimates compiled by LSEG. Adjusted earnings reached 76 cents per share, beating the 73-cent consensus.

The company projected fourth-quarter revenue of approximately $2.2   billion,   plus   or   minus   5%.   Murphy said Marvell expects roughly $10 billion in total revenue for its next fiscal year, including a 25% jump in data center revenue, with no major quarterly swings anticipated in custom chip revenue. Full-year revenue growth is forecast to exceed 40%.

The first milestone for earnout consideration — representing one-third of the contingent payment — will be achieved if Celestial AI reaches cumulative revenue of at least $500 million by the end of Marvell's fiscal year 2029. Murphy indicated that major cloud computing companies will begin installing photonics technology for large-scale applications in 2027 or 2028, eventually leading to widespread adoption across the industry.