Shareholders Sign Off on Fox's $22 Billion Roku Bet — Regulators Still Hold the Keys
On Wednesday, Oct. 14, Fox Corp. and Roku each held a separate, virtual special meeting, and shareholders of both companies approved Fox's $22 billion acquisition of the streaming platform. Variety, Deadline and TheWrap all described the outcome as expected. The final tallies will land in regulatory filings — Fox's came the same day, Roku's is due Thursday.
Each Roku share converts into $96 in cash plus 0.9693 shares of Fox Class A common stock, a package Fox put at $160 a share. That amounts to roughly $14.2 billion in cash, with the remainder paid in Fox stock, for about $22 billion in enterprise value. On closing, Fox shareholders will own about 73% of the merged business and Roku holders about 27%.
Fox's Class B stockholders approved the issuance of roughly 144 million Class A shares as consideration — a vote Nasdaq's listing rules require because the issuance is large relative to Fox's existing share count. About 197.48 million Class B shares were entitled to vote; 197,363,560 voted yes, 71,891 voted no and 45,001 abstained, or 99.9% of votes cast. Fox has 220,248,764 Class B shares outstanding.
Fox still earns much of its money the old way, from cable bundles and live sports rights spanning the NFL, MLB, NASCAR, Big Ten and the FIFA World Cup, even as cord-cutting accelerates. Roku, by contrast, runs a tollbooth: it takes a slice of subscriptions and sells advertising. During Wednesday's meeting, CEO Lachlan Murdoch called the deal "transformative," pairing Fox's "high-impact live sports and news content" with Roku's "leading streaming distribution and technology platform."
Tubi, which Fox already owns, ended fiscal 2026 with 110 million monthly active users. Roku reaches more than 100 million streaming households worldwide and sits in more than half of all U.S. broadband homes. Nielsen's July Gauge put Fox at 7.8% of U.S. TV viewing and The Roku Channel at 2.9%. Combined, the two would rank third in U.S. distribution, behind YouTube and Paramount Skydance. One analysis puts the merged company's share of U.S. video ad inventory near 27%.
Fox says it intends to keep Roku an open platform, preserving its existing relationships with other streaming services, with Roku founder Anthony Wood staying on as CEO. Fox expects to close at about 2.8x net leverage and has committed to roughly $400 million in annual cost synergies; a $12 billion loan funds the cash portion. Roku's most recent quarter showed platform revenue of $1.22 billion, up 25% year over year, including $673 million from advertising and $548 million from subscriptions, with devices adding $134 million. It booked its first full-year profit in 2025: $88.4 million on $4.74 billion of revenue, with $1.65 billion in cash and no debt.
On Sept. 8, the DOJ issued a second request for documents and data, extending the waiting period under the Hart-Scott-Rodino Act until 30 days after both companies substantially comply — unless the department ends it early. Regulators are examining how a combined Fox-Roku might affect the connected-TV advertising market and the distribution of third-party streaming services. The review can end in clearance, negotiated conditions or a lawsuit to block the deal.
Sen. Elizabeth Warren has urged scrutiny rather than a "rubber stamp," arguing the merger would combine the country's two largest free ad-supported streamers, let Fox "steer content right into your TV," reach some 80 million U.S. households, and risk fewer choices and higher prices. Newsmax chief Ruddy is also pressing the DOJ to block, amid concern that rival networks could be pushed off Tubi or Roku.
Fox still targets a close in the first half of 2027. The market is not bracing for collapse: on Sept. 24, Roku closed at $153.51 against an offer worth about $157.87 that day (Fox closed at $63.83), a spread of roughly 2.8%. But as one account noted, the second request pushed the deal's original closing date into more uncertain territory.