Fox completes its $22bn takeover of Roku after the DOJ accepts openness commitments

On 6 November 2026 Fox Corporation completed its acquisition of Roku, the company whose streaming players, TV operating system and home screen sit in front of more than 100 million households. The deal was first announced on 15 June, when Fox agreed to pay $160.00 for every Roku share: $96.00 in cash plus 0.9693 of a Fox Class A share. The share element was worth $64.00 at the time, based on a reference price of $66.03, the 10 day volume weighted average price of Fox Class A stock as of 10 June. Goodwin, Roku's lawyers, put the equity value at about $25bn and the enterprise value at about $22bn. The enterprise value is the price for the whole business including its debt and net of its cash, which is why it can be lower than the equity value for a company like Roku that holds a large cash pile.

The terms actually paid at closing were slightly different: $95.30 in cash plus 0.9799 of a Fox share. At the June reference price, that extra fraction of a share is worth almost exactly the 70 cents of cash given up (our own calculation: 0.9799 x $66.03 is about $64.70, and $95.30 plus $64.70 is $160.00), so the headline value is unchanged and value has simply moved from cash into stock. Neither company has explained the change. PPC Land notes that the joint proxy statement described the exchange ratio as fixed, with an exception for adjustments linked to Roku holders who exercise appraisal rights. After closing, existing Fox shareholders own about 74% of Fox and former Roku shareholders about 26%.

Fox says the deal will be accretive to free cash flow per share (it will increase the cash generated for each Fox share) by the second full year after closing, and expects about $400m of run rate cost synergies within two years. Roku founder Anthony Wood joins the Fox board and becomes co chair of a new division, Fox Digital Platforms, alongside Paul Cheesbrough, who is co chair and chief executive of the division.

The Parties

Fox Corporation is the New York media company run by executive chair and chief executive Lachlan Murdoch. Its brands include Fox News, Fox Business, Fox Sports (with rights to the NFL, MLB, NASCAR, Big Ten and the FIFA World Cup), the Fox television stations, the free ad supported streaming service Tubi, which Fox bought in 2020, and the subscription service Fox One. Murdoch described the deal as the next step in a strategy that began in 2019, when Fox reorganised around live news and sport.

Roku, Inc. is based in San Jose, California, and was founded by Anthony Wood, who was also its chairman and chief executive. Roku sells streaming players and Roku branded TVs, licenses its TV operating system to other TV makers in more than 15 countries, sells advertising on its home screen and inside apps, runs The Roku Channel, and takes a share of subscriptions bought through its platform. It describes itself as the number one TV streaming platform in the US, Canada and Mexico by hours streamed. Wood and associated trusts held at least a majority of Roku's voting power, which mattered for how the deal was approved.

Structure & Process

This was a negotiated merger between two US listed companies. The boards agreed terms privately, signed a merger agreement, and then asked their shareholders to approve it. Both boards approved the deal unanimously. Roku's board did so after what Wood called a "strategic review process", in other words after considering its options, including a sale.

Two shareholder approvals were needed. Roku's shareholders had to approve the merger itself, and Fox's shareholders had to approve the issue of new Fox Class A shares, about 152 million of them according to Fox's investor presentation as reported by PPC Land. To lock in support, Anthony Wood and associated trusts, which together held at least a majority of Roku's voting power, signed a voting and support agreement promising to vote in favour. A separate support agreement was signed by LGC Holdco LLC covering the vote on the Fox share issue. Fox and Roku registered the new Fox shares and sent shareholders a joint proxy statement and prospectus; PPC Land reports this was sent on 1 September, and that both sets of shareholders approved the deal in October.

The main legal condition was competition clearance. Under the Hart Scott Rodino Act, the parties filed with the Department of Justice. On 8 September the DOJ issued second requests. TechCrunch reported that rivals were asking whether a Fox owned Roku would give Fox's own services better placement, use Roku's data for Fox's advertising business, or push competing streaming services down the home screen.

On 6 November the DOJ closed its investigation. Its statement says the Antitrust Division concluded that new free ad supported streaming services could enter the market quickly enough to prevent harm, and that Roku depends on carrying many providers' content, so the merged company "would suffer monetary and reputational harm" if it tried to use Roku against Fox's rivals. The DOJ also recorded four commitments from Fox:

1. Fox will keep carrying non Fox content on Roku for at least three years, consistent with Roku's past practice.

2. Fox will not discriminate against non Fox content in search results, and users will still be able to rearrange apps on the home screen.

3. Fox will keep providing data products to third parties on commercially reasonable terms, in line with Roku's standard distribution agreement.

4. Fox will keep its existing contractual firewalls for non Fox content partners' data, including click, search, view and voice data, for at least three years.

The deal closed the same day. Fox also said it had already received the foreign regulatory approvals it needed (as reported by PPC Land from Fox's 2 November results).

The Financing Angle

Fox needed roughly $14bn of cash to pay the cash part of the price (a figure reported by Panabee; PPC Land, citing Fox's investor presentation, describes total sources and uses of $27.4bn). At signing, Fox obtained $12.0bn of fully committed bridge financing from Morgan Stanley Senior Funding. A bridge loan is a short term loan a bank promises in advance so that the buyer is certain to have the money at closing, even if it has not yet raised long term debt such as bonds. According to the investor presentation as reported by PPC Land, Fox planned to fund the cash with about $8.3bn of new debt and about $9.1bn of combined balance sheet cash expected to be available at closing.

Fox said it expected pro forma net leverage of about 2.8 times at closing, counting half of the expected cost savings, and that it would keep its investment grade rating and continue share buybacks and dividends. PPC Land reports that Fox's quarterly report showed $11.0bn of bridge commitments still available and undrawn at 30 September; the completion release does not say exactly how the closing payment was funded, only that Morgan Stanley Senior Funding led the debt financing. The stock half of the price is the other financing lever: paying around 40% in Fox shares meant Fox did not have to borrow the whole price.

Why it Matters

First, it changes who owns one of America's main TV "front doors". A broadcaster that makes news, sport and entertainment now also controls the operating system and home screen that a large share of US streaming households use to reach both Fox's services and their rivals. This is vertical integration, and the DOJ's statement shows that this, rather than simple overlap between Tubi and The Roku Channel, was the heart of the review.

Second, it is a useful case study in how US merger control is working in 2026. The DOJ issued second requests, investigated for about two months, and then closed the investigation on the basis of commitments rather than a lawsuit or a court filed decree. PPC Land notes that Semafor had reported a consent decree was being considered; the final outcome was a closing statement instead. That route is worth comparing with the Paramount Skydance/Warner Bros. Discovery deal, which closed a month earlier after a settlement with state attorneys general.

Third, for law students it is a lesson in public M&A mechanics. A cash and stock price fixed by reference to a volume weighted average, a founder's voting agreement, dual shareholder votes, a committed bridge loan, a second request, reverse termination fees, and an unexplained change in the consideration mix between signing and closing.

Real World Impact

If you watch TV through a Roku stick or a Roku TV, the company that decides what appears on your home screen is now owned by Fox, the company behind Fox News, Fox Sports and Tubi. For the next three years at least, Fox has told the Justice Department it will keep carrying other companies' apps and channels, will not tilt search results towards its own shows, will let you keep rearranging your apps, and will keep rivals' viewing data walled off.

What could change? The upside case is that Fox's sports and news rights plus Roku's reach could mean more free, ad supported content in one place, and a stronger competitor to Amazon, Google and Walmart's Vizio in the TV software market. The downside case, raised by critics quoted by Gizmodo and TechCrunch, is that a news and sport owner controlling a major distribution platform could, over time, nudge what millions of people see first. Most of the promises last three years, so 2029 is the date worth watching. Fox also expects $400m of yearly cost savings; it has not said where these will come from or whether they involve job cuts.

Weil Disclaimer:

Weil published a full deal team at signing, but it has not published a closing team. Bloomberg Law reported on 11 September 2026 that the two M&A partners who led the team, Michael Aiello and Michelle Sargent, were leaving Weil for Cravath, Swaine & Moore. Fox's completion release still names Weil as its legal counsel.