Fox’s $22 Billion Roku Deal Awaits U.S. Justice Department Approval
Key Facts
Fox said on November 2 that it had made progress toward completing its proposed acquisition of Roku, after receiving approval from both companies’ shareholders and foreign regulators, but approval from the U.S. Department of Justice under the merger review law remains outstanding. CEO Lachlan Murdoch said Fox "continues to work cooperatively with the Department of Justice." The statement leaves the deal, which values Roku’s enterprise at about $22 billion, at a stage that still requires the U.S. review to be completed. The department issued a second request for information and documents to the companies on September 8. Fox did not specify the outcome of the review or when it might be resolved in its statement.
The request for additional information means Fox and Roku must submit materials and documents to the department as part of its review of the deal. Under the disclosure filed with the U.S. Securities and Exchange Commission, the statutory waiting period continues until 30 days after the companies substantially comply with the request. The department may end the waiting period earlier, and the companies may agree to extend it. The timing of the next steps is therefore tied to completing compliance and to what the department decides about the statutory period. Shareholder and foreign approvals had been completed, Murdoch said, while Hart-Scott-Rodino Act approval remains among the closing conditions.
The offer provides for $96 in cash and 0.9693 shares of Fox Class A stock for each Roku share, valuing the share at $160. Roku’s enterprise value is about $22 billion under the announced deal terms. After the expected closing, current Fox shareholders are expected to own about 73% of the combined company, compared with about 27% for Roku shareholders. Fox intends to finance the cash portion with a combination of borrowing and available cash. Its annual report said lender commitments included $12 billion in bridge loans, of which $11 billion was available on June 30, 2026, alongside a $1 billion term loan facility.
The deal gives Fox a broader presence in ad-supported television streaming, according to the background to its announcement. The companies said the combined entity would become the third-largest television player in the United States by viewing share. The Associated Press also reported that the deal would give Fox access to more than 100 million households worldwide, in addition to the Roku Channel and its first-party data. The move comes as Fox recorded advertising revenue growth in its first quarter of fiscal 2027. The company said advertising revenue rose 47%, driven primarily by the broadcast of the men’s World Cup, political advertising and digital growth led by Tubi.
Fox’s adjusted earnings before interest, taxes, depreciation and amortization were $1.64 billion in the first fiscal quarter, up 54% from the same period a year earlier. The company said revenue growth was partly offset by higher expenses, including sports programming and production rights, particularly the World Cup, and digital content costs. Net income was $957 million in the quarter ended September 30, 2026, compared with $609 million a year earlier. Murdoch described the start of the fiscal year as an "exceptional start," citing record revenue and adjusted earnings supported by advertising and distribution growth. He also said the World Cup, football seasons and the election cycle supported the company’s performance.
Fox expects to close the deal in the first half of 2027, but it remains subject to Hart-Scott-Rodino Act approval and satisfaction of the closing conditions. In trading, Roku shares closed at $155.52 on November 2, 2026. The closing price is below the announced consideration of $160 per share, which includes cash and Fox shares. This does not change the fact that the deal remains proposed and incomplete until regulatory requirements and closing conditions are met. Fox’s statement gave no separate timeline for resolving the Justice Department review.