Fox Completes $22 Billion Roku Deal After US Justice Department Closes Probe
Key Facts
The US Department of Justice announced on November 6, 2026, that it had closed its investigation into Fox’s acquisition of Roku, and Fox completed the deal, worth about $22 billion, the same day, according to a company filing and Reuters reports. The department said it expected the deal was unlikely to harm competition after reviewing its impact on ad-supported free streaming providers. Fox announced its intention to acquire Roku on June 15, bringing its news and sports content together with Roku’s connected-TV platform. Completion shifts the discussion from whether the deal would close to the terms under which the platform will operate after its transfer to Fox. In its filing, Fox said eligible Roku shareholders received a combination of cash and Class A shares at closing. The regulatory view rests on an analysis of competition and commitments offered by Fox, rather than on a separate blanket approval of the deal.
The department’s investigation focused on whether the combination could weaken competition among ad-supported free streaming services or allow Fox to use control of the Roku platform to disadvantage rival content. The Antitrust Division said it examined whether the deal could harm competition among providers of this type of streaming. It concluded that new providers would enter in a timely, likely and sufficient manner, making significant competitive harm unlikely. The department considered Roku’s reliance on a broad range of third-party content to attract users a constraint on the merged company’s incentive to weaken that content. According to its analysis, targeting competitors could cause financial and reputational harm to the merged company. The department said, "The merged company would incur financial and reputational harm if it tried to use the Roku platform to disadvantage competitors of Fox content."
Fox made commitments on the availability of rival content, how it appears to users and the protection of commercial data. The department said Fox would continue to carry non-Fox content on Roku for at least 3 years, consistent with the platform’s historical practice. Fox also pledged not to discriminate against non-Fox content in search results and to keep available to users the option to reorder apps on the home screen. The commitments extend to data products Fox provides to third parties; the company said it would continue to provide them on commercially reasonable terms consistent with Roku’s standard distribution agreement. Fox will also maintain existing contractual safeguards protecting competitively sensitive data belonging to non-Fox content providers for at least 3 years. These conditions place practical limits on how the platform and its information can be used in dealings with Fox’s competitors during the specified period.
The department, in turn, sees the entry of new ad-supported free streaming providers as a potential constraint on the deal’s ability to weaken competition, while Roku’s reliance on outside content raises the cost of squeezing competitors. It said that harming third-party content could cause the merged company financial losses and damage its reputation because the platform needs a range of content to attract audiences. The department did not say the neutrality commitment alone resolved its review; its statement cited those commitments alongside its analysis of the possibility of new competitors entering and the merged company’s incentives. It said it could take appropriate action if facts or circumstances in the sector changed. The Antitrust Division said it "may take appropriate action in light of changed facts or circumstances." The implementation of the commitments and the evolution of competition therefore remain among the factors the department could monitor after closing its investigation.
The deal gives Fox access to Roku’s broad digital audience: Reuters said the company’s platform reaches more than 100 million households, and that the acquisition expands the online reach of Fox’s sports and news programming and strengthens its advertising business. When it announced the agreement on June 15, 2026, Fox described the combination of its live content and Roku’s connected-TV platform as a foundation for expanding in digital streaming. The deal was valued at about $22 billion at announcement, on an enterprise-value basis, with stated consideration of $96 in cash and 0.9693 Fox Class A shares for each Roku share. But the conversion terms at closing were $95.30 in cash and 0.9799 Class A shares for each eligible share, according to the filing with the US Securities and Exchange Commission. Fox also said at announcement that it expected the deal to become accretive to free cash flow per share by the second full year after closing and to generate annual cost savings of about $400 million. Roku shares closed at $160.52 on November 6, compared with $160.37 on November 5, according to EL7 data.