Fox Corp to Acquire Roku (ROKU) for $160 per Share; $25B Equity Deal
Filing Impact
Filing Sentiment
Form Type
425
Rhea-AI Filing Summary
Fox Corporation to acquire Roku, Inc. for $160 per share in a cash-and-stock transaction that values Roku at $25B equity and $22B enterprise. Consideration is 60% cash and 40% stock, with Roku shareholders receiving $96 cash plus 0.9693 Fox Class A shares per Roku share. The companies state the combined company would be owned approximately 73% by Fox shareholders and 27% by Roku shareholders, and that net leverage at closing is expected to be 2.8x LTM EBITDA. Management disclosed expected run-rate cost synergies of $400M, additional revenue upside, and that Anthony Wood will have an ongoing role and be appointed to Fox’s board at closing. The transaction is unanimously approved by both boards and is subject to regulatory and shareholder approvals with closing described as expected in 1H CY2027 (an illustrative June 30, 2027 close appears in certain assumptions).
Positive
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Negative
- None.
Insights
Deal structure mixes cash and Fox stock; closing is conditional on approvals.
The transaction is a cash-and-stock merger valuing Roku at $160 per share with consideration of 60% cash and 40% stock. The filing states Fox has a $12B bridge financing commitment and expects pro forma net leverage of 2.8x LTM EBITDA at close.
Timing and outcome depend on regulatory and shareholder approvals; the disclosure repeatedly notes closing is subject to receipt of regulatory and shareholder approvals. Legal risks called out include possible conditions, delays, or prohibitions by governmental entities and potential stockholder litigation.
Combines a leading live-news/sports broadcaster with a scaled CTV platform and first‑party data.
The presentation highlights Roku’s $5.0B LTM revenue, ~100M monthly active users, and advertising-led mix; Fox positions the deal as expanding CTV advertising and subscription verticals while targeting $400M of run-rate cost synergies.
Financial attributes cited include anticipated free cash flow accretion within two years and continued capital returns. Realization of revenue synergies, retention of key Roku personnel, and integration execution are major operational dependencies called out in the disclosure.
Key Figures
Per‑share price: $160 per share
Equity value: $25B
Enterprise value: $22B
+5 more
8 metrics
Per‑share price
$160 per share
transaction valuation for Roku
Equity value
$25B
implied Roku equity value
Enterprise value
$22B
implied Roku enterprise value
Consideration split
60% cash / 40% stock
deal consideration mix
Cash per share
$96
cash component to Roku shareholders per share
Exchange ratio
0.9693 Fox Class A shares per Roku share
stock component of consideration
Bridge financing commitment
$12B
Fox commitment for bridge financing
Run‑rate cost synergies
$400M
expected annual cost savings
Key Terms
LTM EBITDA, bridge financing, cash-and-stock transaction, run-rate cost synergies
4 terms
LTM EBITDA financial
"Net leverage at close expected to be 2.8x LTM EBITDA"
LTM EBITDA stands for "last twelve months" earnings before interest, taxes, depreciation and amortization; it totals a company’s operating profit over the most recent 12-month period before financing and certain accounting adjustments. Investors use it like a rolling scorecard to see recent core profitability—smoothing out seasonal swings and one-time items—so it helps compare companies and gauge valuation or cash‑generation trends without being skewed by financing or tax decisions.
bridge financing financial
"Fox has commitment for $12B bridge financing"
Bridge financing is short-term funding a company uses to cover expenses until longer-term financing or a sale comes through. Think of it as a temporary loan or financial “bridge” that keeps operations running—similar to borrowing to cover a gap between paychecks. Investors watch bridge financing because it can signal cash pressure, potential dilution, or higher costs to raise capital, which affect a company’s risk and value.
cash-and-stock transaction financial
"Consideration comprised of 60% cash and 40% stock"
A cash-and-stock transaction is a deal where the buyer pays part of the purchase price in cash and the rest in the buyer’s shares, similar to partly paying with money and partly with a check from a company account. It matters to investors because it immediately changes who owns the companies involved, can dilute existing shareholders’ ownership, and mixes short-term certainty (cash) with longer-term exposure to the buyer’s future performance (stock).
run-rate cost synergies financial
"Expected run-rate cost synergies of $400M"
Run-rate cost synergies are the ongoing, annualized savings a company expects to achieve after combining operations with another business, once integration actions (like consolidating offices or cutting overlapping staff) are fully in place. For investors, they matter because they show how a deal is expected to improve future profitability and cash flow — like projecting the yearly savings from merging two households so you can judge whether the combination was worth the price paid.
DisclaimerCautionary Notes on Forward-Looking StatementsThis communication includes “forward-looking statements” within the meaning of federal securities laws, including Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between Fox Corporation
(“Fox”) and Roku, Inc. (“Roku”). In this context, forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,”
“strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All
statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the
proposed transaction, including future financial and operating results and strategic benefits, the tax consequences of the proposed transaction, and the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory
conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.These forward-looking statements are based on Fox’s and Roku’s current expectations and are subject to risks and uncertainties, which may cause actual
results to differ materially from Fox’s and Roku’s current expectations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or
anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ
materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the proposed transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise,
including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval
by the stockholders of Fox or stockholders of Roku may not be obtained; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected by Fox and Roku, or at all; (3) unexpected costs, charges or expenses
resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction,
including as a result of delay in completing the proposed transaction or integrating the businesses of Fox and Roku, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and
delays in the combined company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) the
risk that stockholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification
and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic, competitive, technological and/or industry-specific conditions affecting the businesses and industries in which Fox and Roku operate; (13) actions by
third parties, including government agencies; (14) risks that any debt financing anticipated in connection with the proposed transaction is not obtained or that such financing cannot be obtained on the anticipated timing or terms or unexpected costs
or expenses in connection therewith; (15) risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the
relationship of any of the parties to the transaction with their employees, customers, advertisers, content partners, distributors, device partners, suppliers or other counterparties; and (16) other risk factors detailed from time to time in Fox’s
and Roku’s reports filed with the Securities and Exchange Commission (the “SEC”), including Fox’s and Roku’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including
documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive.Any forward-looking statements speak only as of the date of this communication. Neither Fox nor Roku
undertakes, and each party expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place
undue reliance on any of these forward-looking statements.Non-GAAP Financial MeasuresThis presentation also refers to certain non-GAAP measures, such as adjusted EBITDA and free cash flow. These non-GAAP measures should be considered in addition
to, not as a substitute for, net income, cash flow and other measures of financial performance reported in accordance with GAAP. The presentation of these non-GAAP measures may not be comparable to similarly titled measures reported by other
companies. Important Information About the Transaction and Where to Find ItIn connection with the proposed transaction between Fox and Roku, Fox will file with the SEC a registration statement on FormS-4that will include a joint proxy statement of
Fox and Roku and that will also constitute a prospectus of Fox. Fox and Roku may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration
statement or any other document which Fox or Roku may file with the SEC.INVESTORS AND SECURITY HOLDERS OF FOX AND ROKU ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED
OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.Investors and
security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by Fox and Roku through the web site maintained by the SEC at www.sec.gov. These
documents, once available, also will be made available free of charge on Fox’s website at https://investor.foxcorporation.com/ or on Roku’s website at https://www.roku.com/investor. Participants in the SolicitationFox, Roku and their respective
directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Fox’s directors and executive officers, including a description of their direct interests,
by security holdings or otherwise, is available in Fox’s Annual Report on Form10-Kfor the year ended June30, 2025, under the heading “Directors, Executive Officers and Corporate Governance”, and its proxy statement filed on September 25, 2025, under
the headings “Proposal No.1: Election of Directors” and “Executive Officers of Fox Corporation,” which are filed with the SEC. Information regarding Roku’s directors and executive officers, including a description of their direct interests, by
security holdings or otherwise, is available in Roku’s Annual Report on Form10-Kfor the year ended December 31, 2025, under the heading “Directors, Executive Officers and Corporate Governance” and its proxy statement filed on April 24, 2026, under
the heading “Board of Directors and Corporate Governance” and “Executive Officer Biographies,” which are filed with the SEC. A more complete description will be available in the registration statement on FormS-4 andthe joint proxy
statement/prospectus when filed. No Offer or SolicitationThis communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Transaction Overview•FOX to acquire ROKU in a cash-and-stock transaction valuing ROKU at $160 per share 1•Consideration comprised of 60% cash and 40% stock•Implies total equity value of $25B and enterprise value of
$22B•Combined company to be owned ~73% by FOX shareholders and ~27% by ROKU shareholders •Net leverage at close expected to be 2.8x LTM EBITDA 2•Maintains strong balance sheet and investment grade ratings•Expected run-rate cost synergies of $400M
with additional revenue upside•Anthony Wood to have an ongoing role and be appointed to FOX’s board at closing•Transaction unanimously approved by board of directors of FOX and ROKU and expected to close in 1H CY2027How Jessica Tarlov of 'The Five'
became a liberal star on Fox News - Los Angeles TimesTom Brady Says Playing in NFL is 'More Fun,' but Broadcasting Is 'Pretty Cool'~98% of Top U.S. Telecasts Are Live News and Sports
The Forces Shaping MediaPrimacy of Live Sports and News ProgrammingThe Rise of StreamingStreaming % of Total U.S. TV ViewershipSources: Sports Business Journal, Nielsen “The Gauge” as of March 2026 (Reflects Total
Day, Persons 2+) Leading Advertising and Subscription Monetization Engines
FOX + Roku | Premium Media and Technology Platform#1 in Sports + News and Leading AVOD ServiceScaled and Advanced CTV PlatformStreaming Ecosystem with Massive Reach1,350+ Hours of Weekly Local News Programming230M+
People Reached Monthly125M People Reached DailyEst. U.S. Daily Reach4+ Hours Watched Per DayAvg. Household UsageGutfeld! (TV Series 2021–2026) - IMDbHannity (TV Series 2009– ) - IMDbJesse Watters Primetime (TV Series 2022– ) - IMDbTHE NEW FIFA
WORLD CUP 2026 LOGO WHITE PNG - eDigital AgencyBig Ten Conference Logo - Primary Dark Logo - NCAA Conferences (NCAA Conference) - Chris Creamer's Sports Logos Page - SportsLogos.NetImage result for NFL logoThe Ingraham Angle (TV Series 2017– ) -
IMDblogo+Paramount+ Logo - PNG and Vector - Logo Downloadundefined | FMP3rd-Party Demand PartnershipsAds ManagerRoku ExchangeYahoo DSP - ad:techSources: Nielsen, Comscore, RokuManagement, FOX ManagementSports + NewsMajor League Baseball logo -
WikipediaTens of Millions of Roku-Billed Subscriptions1B+ Monthly Streaming Hrs.~100M Monthly Active Users~300K Content LibraryAdvertising
Strategic RationaleExpands Position in High Growth VerticalsEnhances Reach and EngagementAccelerates Advertising Engine and Drives Cross Promotion OpportunitiesAdvances Business Mix Toward High Growth
VerticalsAttractive Pro Forma Financial AttributesLeading Connected TV Platform
100M+Global Streaming Households(Presence in 50%+ U.S. Broadband Homes)100%Authenticated First-Party Data#1CTV Platform 1Watch Free Movies & TV on Mobile, Chromecast, Roku & More | TubiFOX One is Now Available
to Stream on Apple TV, Fire TV, Roku & More | Cord Cutters News% Total U.S. Hours Spent Viewing CTV Content By O.S. Brand logologoFile:New Android TV logo (redesign).svg - Wikimedia CommonsAs of Q4, 2025Leading Connected TV Platform
Roku’s Attractive Business Model$5.0BLTM Revenue 1$2.5BAdvertising49%$0.6BDevices11%$1.9BSubscription39%AdvertisingSubscriptionIn-App Purchases of Partner Streaming ServicesStreamingDistribution1st and 3rd Party
Advertising PlacementDevicesThe Roku ChannelRoku Home Screen3rd Party Apps+17%LTM YoY Revenue Growth+44%LTM Gross Margin$1B+Free Cash Flow by CY28Roku Players & Accessories145+ TV OEM Brands Globally2First Party Roku TVs3PlatformOwned &
Operated (i.e., Howdy, Frndly)Tens of Millions of Roku-Billed SubscriptionsSources: Roku Management, Company FilingsNote:1.
Expands Position in High Growth VerticalsConnected TV AdvertisingStreaming SubscriptionsSources: E-Marketer (CTV Ad Spend), Wall Street Research (D2C Subscriptions)~$60B~$85B2025-2030CAGR: 12%2025-2030 CAGR: 8%Core
Roku Verticals2030 U.S. CTV Ad Spend, $B2030 U.S. Streaming Subscription Spend, $B
Enhances Reach and Engagement% Monthly TV Viewership in U.S., Nielsen Gauge (March 2026) 1Source: Nielsen GaugeNotes:1.Illustrative only; not an exhaustive list2.NBCUniversal excludes VersantNetflix, Inc. |
Wookieepedia | FandomPin by Charla Pereira on design | Warner bros logo, Wb logo, WarnerParamount Skydance logo in transparent PNG and vectorized SVG formats
Accelerates Advertising Engine and Drives Cross Promotion OpportunitiesEngagement1st-Party Household and Viewership DataTargeting, Measurement, PersonalizationPremium Inventory & DemandSources:Sources: Roku
Management, Public FilingsNote:1.As of March 31, 2026logo$9BLTM AdvertisingRevenue 1
Advances Business Mix Toward High Growth VerticalsPro Forma Revenue MixLTM March-26•Shifts mix towards fast-growing streaming and CTV•Enhances long-term revenue growth profile•Accelerates Adjusted EBITDA and free
cash flow growth•Well balanced across advertising and distribution$21BSources: Public Filings, FOX Management
Attractive Pro Forma Financial Attributes$400M of Cost Synergies with Additional Revenue UpsideFree Cash Flow Accretive within Two Years of CloseStrong Balance Sheet and Investment Grade RatingsContinued Commitment
to Returning Capital via Share Repurchases and DividendsEnhances Long-Term Growth and ProfitabilitySources: Public Filings, FOX Management1.Based on $96 per share in cash, exchange ratio of 0.9693 FOX Class A shares for each share of ROKU stock,
and 10D VWAP of $66.03 for FOX Class A shares as of June 10th, 20262.Reflects LTM EBITDA post-SBC with 50%synergy credit at close3.Assumes a June 30th, 2027 transaction close
Transaction Sources and UsesTransaction Details1Sources & Uses at Close 3$B, Unless Otherwise Noted•$160 per share acquisition price 1 implies a ROKU equity value of $25B and enterprise value of$22B•ROKU
shareholders to receive $96 in cash and 0.9693 FOX Class A shares for each share of ROKU stock•FOX to issue 152M Class A shares 1•FOX has commitment for $12B bridge financing•FOX expects pro forma net leverage to be 2.8x at close 2•Closing subject
to receipt of regulatory and shareholder approvals and other customary closing conditions•Transaction is expected to close in
Roku Logo, symbol, meaning, history, PNG, brand
FAQ
When is the Fox–Roku transaction expected to close?
The disclosure states the transaction is expected to close in 1H CY2027. Certain assumptions in the materials also reference a hypothetical close on June 30, 2027.
What financing has Fox disclosed for the transaction?
Fox disclosed a commitment for $12B of bridge financing to support the transaction and expects pro forma net leverage of 2.8x LTM EBITDA at close.
What synergies and financial benefits are disclosed?
The companies cite expected run-rate cost synergies of $400M and state additional revenue upside, plus an expectation that the deal will be free cash flow accretive within two years of close.