FOX to acquire Roku in $22 billion media deal

FOX Corporation has agreed to acquire Roku in a transaction valued at approximately $22 billion, combining one of the largest portfolios of live sports and news content with a major connected TV platform and streaming ecosystem.

The cash-and-stock deal would bring together FOX’s television assets, including Tubi, with Roku’s streaming platform, The Roku Channel, advertising technology and audience data capabilities. The companies say the combination is designed to strengthen their position across both traditional television and streaming as viewing habits continue to shift toward connected TV.

Combined company targets larger TV audience

Under the agreement, FOX and Roku will continue operating Roku as an open platform while maintaining broad distribution of FOX content. Based on viewing share, the merged company would become the third-largest player in the U.S. television market, spanning broadcast, cable, local television and streaming services.

The companies stated that the combination would provide advertisers, viewers and content partners with expanded reach through a portfolio that includes live sports, news, entertainment programming, Tubi and The Roku Channel.

Lachlan K. Murdoch, Executive Chair and Chief Executive Officer of Fox Corporation: “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.”

Streaming and advertising expansion

FOX said the acquisition would expand its presence in connected TV advertising and subscription-based streaming while providing broader access to Roku’s audience of more than 100 million global streaming households.

The company also expects the transaction to strengthen content discovery and audience engagement by combining FOX’s content portfolio and advertising capabilities with Roku’s user interface, platform technology and direct consumer relationships.

Anthony Wood, Founder, Chairman and Chief Executive Officer of Roku: “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.”

Deal structure and ownership

FOX will acquire Roku for $160 per share through a combination of cash and stock. Roku shareholders will receive $96 in cash and 0.9693 shares of FOX Class A common stock for each share they hold.

Following completion of the transaction, existing FOX shareholders are expected to own approximately 73 percent of the combined company, while Roku shareholders are expected to own about 27 percent.

Both companies’ boards have unanimously approved the transaction. FOX expects the deal to become accretive to free cash flow per share by the second full year after closing and projects approximately $400 million in annual cost synergies, with additional revenue opportunities anticipated.

Financing and closing timeline

FOX plans to finance the cash portion of the acquisition through a combination of existing cash and new debt. The company has secured $12 billion in committed bridge financing from Morgan Stanley Senior Funding, Inc.

Anthony Wood is expected to remain involved with the combined company and join the FOX Board of Directors after the transaction closes.

The deal remains subject to shareholder approval, regulatory clearance in the United States and other jurisdictions, and customary closing conditions. The companies expect the transaction to close during the first half of 2027.

www.foxcorporation.com

www.roku.com

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