Fox shareholders approve share issuance for Roku acquisition with 99.9% support

Key Facts
Fox Class B shareholders approved the issuance of Class A shares tied to the acquisition of Roku, with 99.9% of votes cast in favor, according to the company's filing with the U.S. Securities and Exchange Commission. Roku shareholders held a special meeting to vote on the deal on October 14, 2026, according to the company's SEC filing. Shareholders adopted the merger agreement governing Fox's acquisition of the streaming company. The agreement received 241,044,988 votes in favor, 502,927 against and 511,598 abstentions. Votes in favor represented 81.5% of Roku's total outstanding voting power, according to the announced meeting results.
The acquisition has an announced enterprise value of about $22 billion, according to Fox's statement filed with the SEC. The announced acquisition price for each Roku share is $160, according to the deal presentation filed by the two companies. That price implies an equity value for Roku of about $25 billion, the value attributed to the company's shares in the presentation. Under the consideration terms reported by the Associated Press, Roku shareholders will receive $96 in cash for each share they own at closing. They will also receive 0.9693 Fox Class A shares for each share, as part of the cash-and-stock consideration.
To finance the acquisition, Fox secured a $12 billion bridge financing commitment, according to the deal presentation filed with the SEC. The companies expect existing Fox shareholders to own about 73% of the combined company at closing, according to the disclosure on the agreement. Roku shareholders, meanwhile, are expected to own about 27% of the combined company after the acquisition is completed. Fox shares fell 15% in the session when the agreement was announced, according to the market reaction reported by the Associated Press. Roku shares declined about 2% in the same session, according to the agency, as the deal terms were announced.
The acquisition gives Fox a larger presence in the advertising and streaming subscription markets, according to the Associated Press's description of the deal and its objectives. Roku's platform reaches more than 100 million streaming households globally, according to the deal prospectus filed by the two companies with the SEC. The companies pledged to continue operating Roku as an "open, partner-friendly platform," according to the agency's account of the acquisition arrangements. On business integration, the deal targets about $400 million in cost savings, according to the presentation to shareholders. Fox and Roku also pointed in the same presentation to additional opportunities to increase revenue alongside the targeted cost savings.
The deal comes after Roku's net revenue reached about $1.25 billion in the first quarter of 2026, according to the company's shareholder letter. Net revenue grew 22% year on year from the corresponding quarter, according to the company's reported results. In advertising, Roku's quarterly report filed with the SEC showed an increase in revenue during the three months ended June 2026. Revenue from that business increased by $133.8 million from the corresponding period a year earlier, according to the report. That increase equates to 25% annual growth in advertising revenue during the period, according to the company's quarterly filing.
Completion of the acquisition remains subject to obtaining the required regulatory approvals and satisfying the agreement's remaining conditions, according to the deal prospectus filed with the SEC. The agreement requires Fox to pay Roku a termination fee of about $1.2 billion in specified regulatory circumstances. These include failure to obtain the required approvals or the imposition of a permanent prohibition on the deal, under the agreement's terms. Fox and Roku expect to complete the acquisition in the first half of calendar 2027, according to the timetable in the prospectus. That timing remains the companies' expectation, as the agreement does not guarantee completion by a specific date while closing conditions remain outstanding.