Fox Corporation (Nasdaq: FOXA) to buy Roku (Nasdaq: ROKU) in $22B deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Roku, Inc. has agreed to be acquired by Fox Corporation in a cash-and-stock merger. Roku stockholders will receive $160.00 per share, made up of $96.00 in cash and 0.9693 shares of Fox Class A common stock, subject to customary adjustments and tax withholding. The deal values Roku at approximately $22 billion in enterprise value, and Roku stockholders are expected to own about 27% of the combined company, with Fox stockholders owning about 73%.
The transaction involves a two-step merger structure that will make Roku a wholly owned Fox subsidiary, after which Roku will be delisted from Nasdaq and its shares deregistered. All Roku equity awards will be cashed out or converted into cash and Fox equity awards based on the merger terms. The merger is unanimously approved by both boards and supported by voting agreements from Roku holders with approximately 55% of its voting power and Fox holders with approximately 38.7% of its voting power.
Closing is targeted for the first half of 2027 and is subject to stockholder approvals, U.S. and non-U.S. regulatory clearances, effectiveness of a Fox Form S-4 registration statement, and the absence of material adverse effects. The agreement includes mutual termination rights, a termination date that can extend to March 14, 2028 under certain conditions, reciprocal termination fees of $866,084,000 for specified circumstances, a $1,237,262,000 regulatory-related fee payable by Fox in certain cases, and up to $70,000,000 of expense reimbursement to Roku if Fox stockholders do not approve the share issuance.
Positive
- Definitive sale at $160 per share in cash and Fox stock, valuing Roku around $22 billion and giving Roku shareholders approximately 27% ownership in the combined company with exposure to a larger media and streaming platform.
Negative
- None.
Insights
Transformational $22B sale of Roku to Fox on cash-and-stock terms.
The agreement has Fox acquiring Roku for $160.00 per share, valuing Roku at about $22 billion. Consideration is split between $96.00 in cash and 0.9693 Fox Class A shares per Roku share, leaving Roku holders with roughly 27% of the combined company.
The structure includes substantial committed financing, including a $12.0 billion bridge facility, and targets about $400 million of run-rate cost synergies with additional revenue upside. Pro forma net leverage is expected around 2.8x, inclusive of partial credit for those synergies, indicating a meaningful but manageable increase in Fox’s balance sheet leverage.
Support agreements cover approximately 55% of Roku’s voting power and 38.7% of Fox’s, reducing stockholder approval risk. However, closing still depends on regulatory approvals and other conditions, with outside dates that can extend to March 14, 2028. Large mutual termination and regulatory fees underscore both the strategic importance and execution risk of this transaction.
8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Purchase price per share: $160.00 per share
Cash component: $96.00 per share
Stock exchange ratio: 0.9693 shares
+5 more
8 metrics
Purchase price per share
$160.00 per share
Cash-and-stock consideration for each Roku share
Cash component
$96.00 per share
Cash portion of Roku merger consideration
Stock exchange ratio
0.9693 shares
Fox Class A shares per Roku share
Enterprise value
$22 billion
Approximate enterprise value for Roku in transaction
Roku holder ownership
27%
Pro forma combined company ownership for Roku shareholders
Fox bridge financing
$12.0 billion
Fully committed bridge facility to fund cash portion
Run-rate cost synergies
$400 million
Targeted annual cost savings for combined company
Mutual termination fee
$866,084,000
Payable by Fox or Roku in specified termination scenarios
Key Terms
Exchange Ratio, Merger Consideration, Voting and Support Agreement, Superior Proposal, +2 more
6 terms
Exchange Ratio financial
"0.9693 (the “Exchange Ratio”) shares of Class A Common Stock"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
Merger Consideration financial
"the foregoing clauses (i) and (ii), collectively, the “Merger Consideration”"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Voting and Support Agreement regulatory
"entered into a Voting and Support Agreement (the “Sellside VSA”)"
A voting and support agreement is a contract in which certain shareholders promise to vote their shares a specific way and back particular corporate actions, such as a sale, merger, or management proposal. It matters to investors because it creates predictability about the outcome of important votes—similar to a small group agreeing in advance to vote the same way—so it can lock in control, affect deal certainty and influence a stock’s market reaction.
Superior Proposal regulatory
"in response to, an unsolicited, bona fide acquisition proposal that such board ... constitutes a Superior Proposal"
A superior proposal is a competing offer to buy or merge with a company that is materially better than an existing deal, typically offering higher cash, stronger terms, or fewer conditions. It matters to investors because it can raise the expected payout or change deal certainty—like getting a higher bid at an auction, a superior proposal can increase share value or prompt renegotiation of the transaction.
Termination Date regulatory
"may be terminated if the Mergers are not completed by June 14, 2027, which date may be extended ... (the “Termination Date”)"
Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.
run-rate cost synergies financial
"and achieve approximately $400 million of run-rate cost synergies with additional revenue upside"
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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices)
(Zip Code)
(408 ) 556-9040
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Entry into a Material Definitive Agreement.
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Agreement and Plan of Merger
On June 14, 2026, Roku, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Fox Corporation, a Delaware corporation (“Fox” or “Parent”), Falcon Merger Sub 1,
Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”), and Falcon Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified
therein, (i) Merger Sub 1 will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly owned subsidiary of Parent (the “Surviving
Corporation”), and (ii) immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation will merge with and into Merger Sub 2 (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub 2 continuing as the surviving entity in the Second Merger and a wholly owned subsidiary
of Parent (the “Surviving Company”). Capitalized terms used but not defined herein have the meanings specified in the Merger Agreement.
The Company’s Board of Directors (the “Board”) has unanimously approved the Merger Agreement and resolved to recommend that the
Company’s stockholders adopt and approve the Merger Agreement and approve the Mergers and the other transactions contemplated by the Merger Agreement (the “Transactions”).
Merger Consideration
At the effective time of the First Merger (the “Effective Time”), each share of Class A Common Stock, par value $0.0001 per
share, and Class B Common Stock, par value $0.0001 per share, of the Company (together, “Company Common Stock”), outstanding immediately prior to the Effective Time (subject to certain exceptions, including
shares of the Company Common Stock owned by stockholders of the Company who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law
of the State of Delaware (the “DGCL”)) will be converted into the right to receive (i) 0.9693 (the “Exchange Ratio”) shares of Class A Common Stock, par value $0.01 per
share, of Parent (“Parent Class A Common Stock”), without interest, and (ii) $96.00 in cash, without interest (the “Per Share Cash Amount”), subject to applicable
withholding taxes (the foregoing clauses (i) and (ii), collectively, the “Merger Consideration”). No fractional shares of Parent Class A Common Stock will be issued in the Mergers, and the Company
stockholders will receive cash in lieu of any fractional shares, as specified in the Merger Agreement.
If the Mergers are consummated, the Company’s Class A Common Stock will be delisted from The Nasdaq Global Select Market (“Nasdaq”)
and deregistered under the Securities Exchange Act of 1934, as amended. The Exchange Ratio is expected to result in the Company stockholders owning approximately 27% of the combined company on a pro forma basis following the closing of the
transactions contemplated by the Merger Agreement (the “Closing,” and the date on which the Closing occurs, the “Closing Date”).
Treatment of Equity Awards
Immediately prior to the Effective Time, by virtue of the First Merger, each vested unsettled restricted stock unit of the Company (a “Company
RSU”) outstanding immediately prior to the Effective Time (each, a “Vested Company RSU”) shall be cancelled and be automatically converted into the right to receive, without interest and subject to
deduction for any required withholding, the Merger Consideration in respect of each share of Company Common Stock that was subject to such Vested Company RSU immediately prior to the Effective Time.
Immediately prior to the Effective Time, by virtue of the First Merger, each Company RSU outstanding immediately prior to the Effective Time that is not a Vested
Company RSU (each, an “Unvested Company RSU”) shall be cancelled and converted into the right to receive (i) a Converted RSU Cash Award and (ii) a Converted RSU Equity Award as set forth below:
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Each Converted RSU Cash Award shall provide the holder with the right to receive a payment in respect of each share of Company Common Stock that was subject to the applicable Unvested Company RSU immediately prior to the Effective Time
equal to the Per Share Cash Amount (a “Converted RSU Cash Award”). The Converted RSU Cash Award shall be subject to the same vesting schedule that was applicable to such Unvested Company RSU
immediately prior to the Effective Time (and any contractual acceleration rights that would have otherwise applied to such Unvested Company RSU shall apply to the Converted RSU Cash Award). Each Converted RSU Cash Award shall be payable by
Parent on the date that such Unvested Company RSU would have become vested pursuant to the vesting schedule in place for such Unvested Company RSUs immediately prior to the Effective Time. Parent shall make all such required payments to
holders of Converted RSU Cash Awards no later than 30 days following the date on which such Converted RSU Cash Award would have become vested under the original vesting schedule (such date on which the Converted RSU Cash Award is paid, the
“RSU Payment Date”). Payment of the Converted RSU Cash Award shall be made in the form of cash or Parent Class A Common Stock, or a combination thereof, as determined by Parent in its sole discretion,
with the value of the Parent Class A Common Stock determined based on the closing trading price of Parent Class A Common Stock on the last trading day immediately prior to the RSU Payment Date.
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Each Converted RSU Equity Award shall be an award of restricted stock units that shall provide the holder with the right to receive a number of shares of Parent Class A Common Stock equal to the product of (rounded to the nearest whole
number of shares): (i) the number of shares of Company Common Stock subject to such Unvested Company RSU immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (a “Converted RSU Equity
Award”). Each Converted RSU Equity Award shall be subject to the terms and conditions of the Parent Stock Plan provided that the applicable vesting schedule, and any contractual acceleration rights that would have otherwise
applied to such Unvested Company RSU shall apply to such Converted RSU Equity Award.
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Immediately prior to the Effective Time, by virtue of the First Merger, each option to purchase Company Common Stock (“Company Option”)
that is an In-the-Money Company Option (as defined in the Merger Agreement) and that is vested, outstanding and unexercised immediately prior to the Effective Time (each, a “Vested In-the-Money Company Option”)
shall be cancelled and be automatically converted into the right to receive, without interest and subject to deduction for any required withholding, for each share of Company Common Stock subject to such Vested In-the-Money Company Option
immediately prior to the Effective Time, the Merger Consideration reduced by the applicable per share exercise price for such Vested In-the-Money Company Option, which shall be paid in the same proportion of Parent Class A Common Stock and cash as
the Merger Consideration (the “Vested Company Option Consideration”). Any fractional shares resulting from such calculation shall be treated as provided in the Merger Agreement. The value of Merger
Consideration for purposes of determining the Vested Company Option Consideration shall be determined based on the closing trading price of Parent Class A Common Stock on the last trading day immediately prior to the Closing Date.
Immediately prior to the Effective Time, by virtue of the First Merger, each Company Option that is an Out-of-the-Money Company Option and that is outstanding and
unexercised immediately prior to the Effective Time shall be cancelled as of the Effective Time for no consideration.
Immediately prior to the Effective Time, by virtue of the First Merger, each Company Option that is unvested and outstanding immediately prior to the Effective Time
(each, an “Unvested Company Option”) shall be cancelled and converted into the right to receive (1) a Converted Option Cash Award and (2) a Converted Option Equity Award as set forth below:
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Each Converted Option Cash Award shall provide the holder with the right to receive a payment in respect of each share of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time equal to (i)
the Per Share Cash Amount minus (ii) the product of (x) the applicable exercise price per share of such Unvested Company Option and (y) 60% (a “Converted Option Cash Award”). The Converted Option Cash
Award shall be subject to the same vesting schedule that was applicable to such Unvested Company Option immediately prior to the Effective Time (and any contractual acceleration rights that would otherwise have applied to such Unvested
Company Option shall continue to apply to the Converted Option Cash Award following the Effective Time). Each Converted Option Cash Award shall be payable by Parent on the date that such Unvested Company Option would have become vested
pursuant to the vesting schedule applicable to such Unvested Company Option immediately prior to the Effective Time. Parent shall make all such required payments to holders of Converted Option Cash Awards no later than 30 days following the
date on which such Converted Option Cash Award would have become vested under the original vesting schedule (such date on which the Converted Option Cash Award is paid, the “Option Payment Date”).
Payment of the Converted Option Cash Award shall be made in the form of cash or Parent Class A Common Stock, or a combination thereof, as determined by Parent in its sole discretion, with the value of the Parent Class A Common Stock
determined based on the closing trading price of Parent Class A Common Stock on the last trading day immediately prior to the Option Payment Date. To the extent any Converted Option Cash Award is settled in Parent Class A Common Stock,
Parent shall satisfy any required withholding under applicable tax law through either net share withholding or Parent shall permit the holder to elect a sale-to-cover transaction pursuant to which such number of shares of Parent Class A
Common Stock otherwise deliverable in settlement of such Converted Option Cash Award as is necessary to satisfy such withholding obligation shall be sold and the proceeds thereof remitted to the applicable taxing authorities.
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Each Converted Option Equity Award shall be a stock option award that shall provide the holder with the right to purchase a number of shares of Parent Class A Common Stock under the Parent Stock Plan equal to the product of (rounded down
to the nearest whole number of shares): (i) the number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, with an exercise price per share
(rounded up to the nearest whole cent) equal to: (i) the exercise price per share applicable to such Unvested Company Option immediately prior to the Effective Time divided by (ii) the Exchange Ratio, multiplied by (iii) 40% (a “Converted Option Equity Award”). Each Converted Option Equity Award shall be subject to the terms and conditions of the Parent Stock Plan provided that the applicable vesting schedule and any contractual
acceleration rights that would otherwise have applied to the applicable Unvested Company Option immediately prior to the Effective Time shall apply to such Converted Option Equity Award.
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Governance
After the date of the Merger Agreement and prior to the Closing, the Company shall be permitted to designate an additional member of the Board of Directors of Parent,
who must be reasonably acceptable to Parent (the “Company Designee”). The parties will ensure that, immediately following the Effective Time, the Company Designee shall be added as an additional member of the
Board of Directors of Parent, to hold office until the earliest to occur of the appointment or election of his or her successor or his or her resignation or proper removal.
Closing Conditions
Completion of the Mergers is subject to certain closing conditions, including (1) the adoption of the Merger Agreement by the holders of a majority of the shares of
Class A Common Stock and Class B Common Stock of the Company, voting together as a single class, (2) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and the approval of the Mergers under certain other antitrust and foreign investment regimes, (3) the absence of any order, injunction or law of such jurisdictions prohibiting the Mergers, (4) the effectiveness of the registration statement
pursuant to which shares of Parent Class A Common Stock to be issued in the Mergers will be registered with the U.S. Securities and Exchange Commission (the “SEC”), (5) the approval of the issuance of shares
of Parent Class A Common Stock included in the Merger Consideration by a majority of the votes cast by the holders of shares of Parent Class B Common Stock entitled to vote on such matter at a meeting duly called and held for such purpose, (6) the
accuracy of the other party’s representations and warranties, subject to certain standards set forth in the Merger Agreement, (7) compliance in all material respects with the other party’s obligations under the Merger Agreement, and (8) the absence
of a continuing material adverse effect with respect to each of the Company and Parent.
No Solicitation; Board Recommendation
Each of the Company and Parent has also agreed not to (a) solicit proposals relating to alternative acquisition transactions or (b) enter into discussions or
negotiations or provide non-public information in connection with any proposal for an alternative acquisition transaction from a third party, subject to certain exceptions to permit its respective board of directors to comply with its fiduciary
obligations. Each party has further agreed to cease and cause to be terminated any existing discussions or negotiations, if any, with regard to alternative acquisition transactions. However, subject to the conditions specified in the Merger
Agreement, prior to receipt of the requisite stockholder approval of each party, each party’s respective board of directors may consider and ultimately change its recommendation with respect to, and may terminate the Merger Agreement in response
to, an unsolicited, bona fide acquisition proposal that such board of directors determines in good faith constitutes a Superior Proposal, subject to customary information and match rights for the other party. Each party’s board of directors may
also change its recommendation in response to an Intervening Event, as defined in the Merger Agreement.
Termination and Fees
The Merger Agreement may be terminated under certain circumstances, including (1) by either the Company or Parent if the Mergers are not completed by June 14, 2027,
which date may be extended to December 14, 2027, and which date may be further extended to March 14, 2028, under certain circumstances (the “Termination Date”), (2) by either the Company or Parent if any
governmental entity of a competent jurisdiction has issued a final non-appealable order or injunction permanently restraining, enjoining or otherwise prohibiting the Mergers, (3) by either the Company or Parent if either party fails to obtain the
requisite approval of its stockholders, (4) by either the Company or Parent if the other party’s board of directors changes its recommendation to its stockholders to vote in favor of the adoption of the Merger Agreement (in the case of Company) or
the issuance of Parent Class A Common Stock pursuant to the Merger Agreement (in the case of Parent), (5) by either party in order to accept a Superior Proposal, or (6) by either party if the other party materially breaches its covenants, or
breaches its representations and warranties, in the Merger Agreement such that the applicable conditions to closing would not be satisfied, subject in certain cases to the right of the breaching party to cure the breach. The Company and Parent may
also terminate the Merger Agreement by mutual written consent.
Upon termination of the Merger Agreement, each of Company and Parent under specified circumstances, including termination by such party to accept a Superior Proposal
or termination by the other party upon a change in such party’s board of directors’ recommendation to its stockholders, will be required to pay the other party a termination fee of $866,084,000. Additionally, Parent, under specified circumstances,
including termination following an injunction arising in connection with certain antitrust or investment screening laws, or failure to receive certain required regulatory approvals of specified governmental authorities by the Termination Date, will
be required to pay the Company a termination fee of $1,237,262,000. Additionally, if the Merger Agreement is terminated because the requisite approval of Parent’s stockholders is not obtained, Parent will be required to pay the Company an amount in
cash equal to 100% of the Company’s aggregate third-party fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement; provided that such reimbursement shall not exceed $70,000,000 in the aggregate.
Other Terms of the Merger Agreement
The Merger Agreement contains customary representations, warranties and covenants made by each of the parties, including, among others, covenants regarding the conduct
of the Company’s and Parent’s businesses during the pendency of the transaction, the making of certain public disclosures and other matters as described therein. The parties have agreed to use reasonable best efforts to take all actions necessary
to consummate the Mergers, including cooperating to obtain the regulatory approvals necessary to complete the Mergers.
Voting and Support Agreements
Concurrently with the execution of the Merger Agreement, Parent and Mr. Anthony Wood, in his capacity as a stockholder of the Company, and certain other stockholders
of the Company affiliated with Anthony Wood (each, a “Sellside VSA Stockholder”), entered into a Voting and Support Agreement (the “Sellside VSA”), pursuant to which
each Sellside VSA Stockholder has agreed to vote his, her or its shares of Company Common Stock in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, and to vote such shares against any competing acquisition
proposal or any other action that would reasonably be expected to interfere with the transactions contemplated by the Merger Agreement. Each Sellside VSA Stockholder has also agreed to cease discussions regarding and not to solicit any competing
acquisition proposal. As of June 15, 2026, the Sellside VSA Stockholders collectively held approximately 55% of Company’s outstanding voting power. The Sellside VSA will terminate, as to each Sellside VSA Stockholder, upon the earliest to occur of
(a) the Effective Time, (b) the termination of the Merger Agreement, and (c) any specified amendment to the Merger Agreement that reduces the amount, or changes the form (other than an increase in the Per Share Cash Amount or the relative amount of
the Merger Consideration represented by the Per Share Cash Amount), of the Merger Consideration payable to a Sellside VSA Stockholder or that is in any way material and adverse to a Sellside VSA Stockholder or Company stockholders generally.
Concurrently with the execution of the Merger Agreement, the Company and certain stockholders of Parent (each, a “Buyside VSA
Stockholder”), entered into a Voting and Support Agreement (the “Buyside VSA” and, together with the Sellside VSA, the “VSAs”), pursuant to which each Buyside
VSA Stockholder has agreed to vote its shares of Parent Common Stock in favor of stock issuance of Parent Class A Common Stock contemplated by the Merger Agreement, and to vote such shares against any competing acquisition proposal or any other
action that would reasonably be expected to interfere with the transactions contemplated by the Merger Agreement. Each Buyside VSA Stockholder has also agreed to cease discussions regarding and not to solicit any competing acquisition proposal. As
of June 15, 2026, the Buyside VSA Stockholders collectively held approximately 38.7% of Parent’s outstanding voting power. The Buyside VSA will terminate upon the earliest to occur of (a) the Effective Time, (b) the termination of the Merger
Agreement, and (c) any specified amendment to the Merger Agreement that increases the amount, or changes the form, of the Merger Consideration or that is in any way material and adverse to a Buyside VSA Stockholder or Parent stockholders generally.
The foregoing description of the Merger Agreement and the VSAs does not purport to be complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, which is attached hereto as Exhibit 2.1, and the VSAs, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, all of which are incorporated herein by reference. The Merger Agreement and the VSAs have been attached to provide
Company stockholders and other security holders with information regarding their terms and are not intended to provide any factual information about Company, Parent, Merger Sub 1, Merger Sub 2 or their respective affiliates. The representations,
warranties and covenants contained in the Merger Agreement and the VSAs have been made solely for purposes of the Merger Agreement and the VSAs, respectively, and as of specific dates; were made solely for the benefit of the parties to the Merger
Agreement and the VSAs, respectively; are not intended as statements of fact to be relied upon by Company stockholders or other security holders, but rather as a way of allocating the risk between the parties in the event the statements therein
prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement and the VSAs, which disclosures are not reflected in the
Merger Agreement and the VSAs itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by Company stockholders or other security holders. Company
stockholders and other security holders are not third-party beneficiaries under the Merger Agreement or the VSAs (except, following the Effective Time, with respect to Company stockholders’ right to receive the Merger Consideration and the right of
holders of Company equity awards to receive the consideration provided for such equity awards pursuant to the Merger Agreement) and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of
the actual state of facts or condition of Parent, Company, Merger Sub 1, Merger Sub 2 or their respective affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger
Agreement and the VSAs, which subsequent information may or may not be fully reflected in Company’s public disclosures. Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for
considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Current Report on Form 8-K not misleading. The Merger Agreement and the VSAs should
not be read alone but should instead be read in conjunction with the other information regarding the Merger Agreement, the VSAs, the Mergers, Parent, Company, Merger Sub 1, Merger Sub 2, their respective affiliates and their respective businesses,
that will be contained in, or incorporated by reference into, the Joint Proxy Statement/Prospectus that Company and Parent will file, as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
other filings that Company will make with the SEC.
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Other Events.
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On June 15, 2026, the Company and Parent jointly issued a press release announcing the execution of the Merger Agreement. The full text of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Important Information About the Proposed Transaction and Where to Find It
In connection with the Transactions, Parent intends to file with the SEC a registration statement on Form S-4 (the “Registration
Statement”), which will include a prospectus with respect to the shares of Parent’s common stock to be issued in the Transactions and a joint proxy statement for Parent’s and the Company’s respective stockholders (the “Joint Proxy Statement/Prospectus”)]. The definitive joint proxy statement (if and when available) will be mailed to stockholders of Parent and the Company. Each of Parent and the Company may also file with or
furnish to the SEC other relevant documents regarding the Transactions. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that Parent or the Company may mail to their
respective stockholders in connection with the Transactions.
INVESTORS AND SECURITY HOLDERS OF PARENT AND THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE
REGISTRATION STATEMENT WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING PARENT, THE COMPANY, THE TRANSACTIONS AND RELATED MATTERS.
The documents filed by Parent with the SEC also may be obtained free of charge at Parent’s website at investor. foxcorporation.com or upon written request to Parent
through the form provided on the website or by phone at (212) 852-7059. The documents filed by the Company with the SEC also may be obtained free of charge at the Company’s website at roku.com/investor or upon written request to the Company at
ir@roku.com. These documents filed with the SEC are also available for free to the public at the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
Parent, the Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of
Parent and the Company in connection with the Transactions under the rules of the SEC.
Information about the interests of the directors and executive officers of Parent and the Company and other persons who may be deemed to be participants in the
solicitation of stockholders of Parent and the Company in connection with the Transactions and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Joint Proxy Statement/Prospectus, which
will be filed with the SEC.
Information about Parent’s directors and executive officers and their ownership of Parent’s common stock is set forth in Parent’s proxy statement for its 2025 Annual
Meeting of Stockholders on Schedule 14A filed with the SEC on September 25, 2025. To the extent that holdings of Parent’s securities have changed since the amounts printed in Parent’s proxy statement, such changes have been or will be reflected on
Initial Statements of Beneficial Ownership of Securities on Form 3 and Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.
Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the Company’s proxy statement for
its 2026 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 24, 2026. To the extent that holdings of the Company’s securities have changed since the amounts printed in the Company’s proxy statement, such changes have been or
will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 and Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.
Additional information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the Transactions may be
obtained by reading the Joint Proxy Statement/Prospectus regarding the Transactions when it becomes available. Free copies of these documents may be obtained as described above.
No Offer or Solicitation
This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or 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, and otherwise in accordance with applicable law.
This document contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Parent’s and the Company’s current expectations, estimates and projections about the expected date of closing of the
Transactions and the potential benefits thereof, their respective businesses and industries, management’s beliefs and certain assumptions made by Parent and the Company, all of which are subject to change. In this context, forward-looking
statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“potentially,” “estimate,” “continue,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address
matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees of future results, such as statements about the consummation of the Transactions and the anticipated benefits thereof. These and other
forward-looking statements, including the failure to consummate the Transactions or to make or take any filing or other action required to consummate the transaction in a timely manner or at all, are not guarantees of future results and are subject
to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a
difference include, but are not limited to: (i) the completion of the Transactions on anticipated terms and timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of Parent’s and the Company’s businesses and other
conditions to the completion of the Transactions; (ii) failure to realize the anticipated benefits of the Transactions, including as a result of delay in completing the transaction or integrating the businesses of Parent and the Company;
(iii) Parent’s and the Company’s ability to implement their business strategies; (iv) pricing trends; (v) potential litigation relating to the Transactions that could be instituted against Parent, the Company or their respective directors; (vi) the
risk that disruptions from the Transactions will harm Parent’s or the Company’s business, including current plans and operations; (vii) the ability of Parent or the Company to retain and hire key personnel; (viii) potential adverse reactions or
changes to business relationships resulting from the announcement, pendency or completion of the Transactions; (ix) uncertainty as to the long-term value of Parent’s common stock; (x) legislative, regulatory and economic developments affecting
Parent’s and the Company’s businesses; (xi) general economic and market developments and conditions; (xii) the evolving legal, regulatory and tax regimes under which Parent and the Company operate; (xiii) potential business uncertainty, including
changes to existing business relationships, during the pendency of the Transactions that could affect Parent’s or the Company’s financial performance; (xiv) restrictions during the pendency of the Transactions that may impact Parent’s or the
Company’s ability to pursue certain business opportunities or strategic transactions; (xv) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Parent’s
and the Company’s response to any of the aforementioned factors; and (xvi) failure to receive the approval of the stockholders of Parent and the Company. These risks, as well as other risks associated with the Transactions, are more fully discussed
in the Joint Proxy Statement/Prospectus to be filed with the SEC in connection with the Transactions. While the list of factors presented here is, and the list of factors presented in the Joint Proxy Statement/Prospectus will be, considered
representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks,
any of which could have a material adverse effect on Parent’s or the Company’s consolidated financial condition, results of operations or liquidity. Neither Parent nor the Company assumes any obligation to publicly provide revisions or updates to
any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
No.
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Description of Exhibit
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2.1*
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Agreement and Plan of Merger, dated as of June 14, 2026, by and among Roku, Inc., Fox Corporation, Falcon Merger Sub 1, Inc. and Falcon Merger Sub 2, LLC
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10.1
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Voting and Support Agreement, dated as of June 14, 2026, by and among Fox Corporation and certain stockholders of Roku, Inc.
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10.2
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Voting and Support Agreement, dated as of June 14, 2026, by and among Roku, Inc. and certain stockholders of Fox Corporation
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99.1
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Joint Press Release, dated June 15, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted schedule upon
request by the SEC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Roku, Inc.
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||
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Dated: June 15, 2026
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||
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By:
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/s/ Dan Jedda
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Dan Jedda
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||
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Chief Financial Officer and Chief Operating Officer
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||
Exhibit 99.1
FOX CORPORATION TO ACQUIRE ROKU, INC.
Combination Creates a Scaled Media and Technology Platform with Superior Reach, Engagement and Monetization Capability
Unites FOX’s Premium Live Content with Roku’s Leading Streaming Platform Reaching Over 100 Million Households
Combined Company to Have One of the Largest Streaming Businesses in the U.S., Including Tubi and The Roku Channel
FOX’s Shareholder Capital Return Program to Continue Uninterrupted While Maintaining its Current Investment Grade Rating
New York, NY and San Jose, CA – June 15, 2026 – Fox Corporation (Nasdaq: FOXA,
FOX) (“FOX” or the “Company”) and Roku, Inc. (Nasdaq: ROKU) (“Roku”) today announced they have entered into a definitive agreement under which FOX will acquire Roku for $160.00 per share in a combination of cash and FOX Class A common stock,
valuing Roku at approximately $22 billion in enterprise value.
The transaction combines FOX’s leading sports, news and entertainment content and the Tubi service, with Roku’s leading connected TV platform, The Roku Channel, first-party data and direct
relationship with more than 100 million global streaming households. Together, FOX and Roku will create a scaled next-generation media and technology company positioned at the intersection of two of the most important forces reshaping video
consumption: the enduring primacy of live sports and news, and the continued rise of streaming.
FOX and Roku are committed to continuing to operate Roku as an open, partner-friendly platform and to the continued ubiquitous distribution of FOX content. On a pro forma basis, the combined company
will become the third-largest player in U.S. television by share of viewing, with an attractive mix of FOX’s sports, news, and entertainment content, alongside streaming services Tubi and The Roku Channel. That distribution and engagement scale
spans every major viewing environment – broadcast, cable, local and streaming – creating broad and diversified reach that benefits viewers, partners and advertisers.
Lachlan K. Murdoch, Executive Chair and Chief Executive Officer of Fox Corporation, said:
“This is a defining moment for FOX, and a natural extension of the deliberate and focused strategy we have been executing for nearly a decade. In 2019, we
reoriented the company around live news and sports. In 2020, we acquired Tubi and under our stewardship it has become one of the most successful businesses in streaming. Today, we take the next step: bringing together the most valuable live content
portfolio in video consumption with the preeminent streaming platform through which America watches it. This combination will transform the scope of our company into high-growth verticals and yield a step change in our overall growth profile. And
we are executing this acquisition from a position of financial strength – maintaining our investment grade balance sheet while providing our shareholders with an uninterrupted return of capital program in the form of share buybacks and dividends.
Roku pioneered streaming TV and scaled it into a leading CTV platform. Together, we intend to lead its next chapter.”
Anthony Wood, Founder, Chairman and Chief Executive Officer of Roku, said:
“Over the past two decades, we’ve built Roku into the leading TV streaming platform, reaching more than 100 million households globally and reshaping how people
discover and enjoy entertainment. I’m incredibly proud of what our team has built, and the combination with FOX is an extraordinary opportunity to accelerate our vision, scale faster and innovate more aggressively for viewers, partners and
advertisers. That’s why our Board of Directors unanimously determined after concluding its strategic review process that this transaction offers a significant premium to Roku shareholders while also providing them with the opportunity to
participate in the compelling future upside of the combined company. I couldn’t be more excited about what we’ll accomplish together.”
Key Strategic Benefits of the Combination Include:
|
•
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Increases scale and reach: The transaction pairs the leader in live news and sports with the leading connected TV platform. Roku’s platform has
leading scale in the attractive, high growth connected TV vertical, reaching over 100 million global streaming households, including more than half of all U.S. broadband households. FOX is #1 in live news and sports, with a portfolio
including the NFL, MLB, NASCAR, Big Ten, FIFA World Cup, FOX News and FOX Business that represents some of the most valuable appointment-viewing content in television. Together, FOX and Roku will encompass premium live content, broad
distribution and significant audience reach across linear and streaming.
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•
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Expands position in high growth verticals: The acquisition of Roku positions FOX across the full video ecosystem and provides a wider entry into the
high growth segment of connected TV, particularly advertising and streaming subscriptions.
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•
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Creates a more powerful streaming platform: Brings together FOX’s premium content and advertising capabilities with Roku’s consumer interface, home
screen, platform technology and direct viewer relationships to enhance content discovery, deepen engagement and create a more compelling streaming experience for consumers and content partners.
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•
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Enhances long-term growth profile: Advances FOX’s business mix toward high growth streaming and connected TV verticals and maintains a balanced mix
across advertising and distribution businesses, while strengthening the combined company’s long-term growth and financial profile and maintaining FOX’s disciplined capital allocation approach.
|
Transaction Details
FOX is acquiring Roku in a cash-and-stock transaction valued at $160.00 per ROKU share. FOX will pay $96.00 in cash and 0.9693 shares of FOX Class A common stock for each Roku Class A and Class B
share outstanding immediately prior to the effective time of the merger. The stock consideration represents $64.00 per ROKU share based on a reference price of $66.03 per share, the 10-day volume-weighted average price of FOX Class A common stock
as of June 10, 2026.
Upon closing, existing FOX shareholders are expected to own approximately 73% of the combined company and Roku shareholders approximately 27%. The transaction has been unanimously approved by the
Boards of Directors of both companies. The transaction is expected to strengthen FOX’s long-term growth profile, accelerate its digital strategy, be accretive to free cash flow per share by the second full year after closing, and achieve
approximately $400 million of run-rate cost synergies with additional revenue upside.
FOX expects to fund the cash portion of the transaction consideration with a combination of new debt and cash on hand. FOX has obtained $12.0 billion of fully committed bridge financing from Morgan
Stanley Senior Funding, Inc. At closing, the company expects pro forma net leverage to be approximately 2.8x, inclusive of 50% credit for run-rate cost synergies. Additional detail on financing terms will be included in the companies’ required
filings with the Securities and Exchange Commission.
Roku Founder, Chairman and Chief Executive Officer Anthony Wood will have an ongoing role at the combined company and will join the FOX Board of Directors following the close of the transaction.
The transaction is subject to customary closing conditions, including approvals by FOX and Roku shareholders, receipt of U.S. and certain non-U.S. regulatory approvals and other customary conditions.
In connection with execution of the acquisition agreement, Anthony Wood and certain associated trusts and related entities that together hold at least a majority of the voting power of the Roku stock entered into a voting and support agreement
agreeing to vote in favor of the transaction. LGC Holdco LLC also entered into a voting and support agreement with respect to the issuance of FOX shares in the transaction. The transaction is expected to close in the first half of calendar year
2027.
In connection with the transaction, the companies expect to file a registration statement on Form S-4 containing a joint proxy statement/prospectus with the Securities and Exchange Commission.
Investor Conference Call and Presentation
FOX and Roku will host a joint investor conference call today at 8:00 AM Eastern Time to discuss the transaction. A live webcast and related presentation materials will be available on
FOX’s investor relations website at investor.foxcorporation.com and Roku’s investor relations website at www.roku.com/investor. An archived replay and the presentation
will be available following the call.
About Fox Corporation
Fox Corporation produces and distributes compelling news, sports and entertainment content through its primary iconic domestic brands, including FOX News Media, FOX Sports, Tubi Media
Group, FOX Entertainment and FOX Television Stations. These brands hold cultural significance with consumers and commercial importance for distributors and advertisers. The breadth and depth of FOX’s footprint allow the Company to deliver content
that engages and informs audiences, develop deeper consumer relationships and create more compelling product offerings. For more information about Fox Corporation, please visit www.foxcorporation.com.
About Roku, Inc.
Roku pioneered streaming on TV. Today, it is the #1 TV streaming platform in the U.S., Canada, and Mexico by hours streamed (Hypothesis Group, Dec. 2025). Roku connects viewers to the content they
love, enables content publishers to build and monetize large audiences through advertising and subscriptions, and provides advertisers with unique capabilities to reach and engage consumers. Roku streaming players and Roku-made TVs are available at
major retailers, and licensed Roku TV™ models are sold by leading TV brands in more than 15 countries around the world. Roku also owns and operates The Roku Channel, the home of premium and free entertainment; Howdy, a low-cost subscription
service; and Frndly TV, a live TV streaming service. Roku is headquartered in San Jose, Calif., U.S.A.
Advisors
Allen & Company LLC is serving as lead financial advisor to Fox Corporation. Morgan Stanley & Co. LLC is also serving as a financial advisor to FOX and Morgan Stanley Senior Funding, Inc. is
providing a committed $12 billion bridge financing facility. Goldman Sachs & Co. LLC is also serving as a financial advisor to FOX. Weil, Gotshal & Manges LLP is serving as legal counsel to FOX.
Qatalyst Partners is serving as exclusive financial advisor to Roku, and Goodwin Procter LLP is serving as legal counsel to Roku.
Important Information About the Transaction and Where to Find It
In connection with the proposed transaction between FOX and Roku, FOX will file with the SEC a registration statement on Form S-4 that 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.
No Offer or Solicitation
This 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.
Cautionary Notes on Forward-Looking Statements
This 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.
Participants in the Solicitation
FOX, 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 Form 10-K for the year ended June 30, 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 Form 10-K for 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 Form S-4 and the joint proxy statement/prospectus when filed.
Contacts
FOX Investor Relations:
Gabrielle Brown | 212-852-7720 | gabrielle.brown@fox.com
Charlie Costanzo | 212-852-7908 | charlie.costanzo@fox.com
FOX Media Relations:
Brian Nick | 310-369-3545 | brian.nick@fox.com
Lauren Townsend | 310-369-2729 | lauren.townsend@fox.com
FGS Global for FOX | FOXCorp@fgsglobal.com
Roku Investor Relations:
Conrad Grodd | cgrodd@roku.com
Roku Media Relations:
Kelli Raftery | kraftery@roku.com
Jed Repko / Joseph Sala / Allison Sobel | Joele Frank, Wilkinson Brimmer Katcher | 212-355-4449
FAQ
What did Fox agree to pay to acquire Roku (ROKU)?
Fox agreed to acquire Roku for $160.00 per share, paid as $96.00 in cash plus 0.9693 shares of Fox Class A common stock for each Roku share. This combination values Roku at approximately $22 billion in enterprise value under the announced terms.
What are the key conditions to closing the Fox-Roku acquisition?
The deal requires stockholder approvals at both Fox and Roku, effectiveness of a Fox Form S-4 registration statement, and U.S. and certain non-U.S. regulatory approvals. Closing also depends on no injunction blocking the merger and no continuing material adverse effect on either company.
When is the Fox acquisition of Roku (ROKU) expected to close?
The companies state the transaction is expected to close in the first half of 2027, subject to satisfaction of stockholder and regulatory conditions and other customary closing requirements. The merger agreement includes outside termination dates that can extend into March 2028 if needed.
What termination fees are included in the Fox-Roku merger agreement?
Under specified circumstances, each side may owe the other a $866,084,000 termination fee. Fox may owe Roku an additional $1,237,262,000 fee if certain regulatory conditions are not met. If Fox stockholders do not approve share issuance, Fox must reimburse Roku’s expenses up to $70,000,000.
How much committed financing and cost synergies are expected in the Fox-Roku deal?
Fox has secured $12.0 billion of fully committed bridge financing to help fund the cash portion of the consideration. The combined company targets about $400 million of run-rate cost synergies, with additional potential revenue upside, and expects pro forma net leverage around 2.8x at closing.