Announcement • Jun 17
Fox Corporation (NasdaqGS:FOXA) entered into a definitive agreement to acquire Roku, Inc. (NasdaqGS:ROKU) from Anthony Wood and others for $24.4 billion.
Fox Corporation (NasdaqGS:FOXA) entered into a definitive agreement to acquire Roku, Inc. (NasdaqGS:ROKU) from Anthony Wood and others for $24.4 billion on June 14, 2026. Under the terms of the acquisition, FOX Corporation will acquire Roku for $160 per share in a combination of cash and FOX Class A common stock, valuing Roku, Inc. at approximately $22 billion in enterprise value. FOX will pay $96 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. Upon closing, existing FOX shareholders are expected to own approximately 73% of the combined company and Roku shareholders approximately 27%. 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. Upon completion, Roku, Inc.'s class A Common Stock will be delisted from The Nasdaq Global Select Market. 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 billion of fully committed bridge financing from Morgan Stanley Senior Funding, Inc. In case of termination of transaction, Fox Corporation will pay a termination fee of $1.237 billion and Roku, Inc. will pay a termination fee of $866.1 million.
Roku, Inc. 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, expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and registration statement effectiveness(S-4 / F-4). The deal has been unanimously approved by the board of directors of Roku, Inc and Fox Corporation. The transaction is expected to close in the first half of calendar year 2027. 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.
Allen & Company LLC acted as lead financial advisor to Fox Corporation. Morgan Stanley & Co. LLC acted as financial advisor to Fox Corporation. Goldman Sachs & Co. LLC acted as financial advisor to Fox Corporation. The team of Weil, Gotshal & Manges LLP led by Michael J. Aiello, Michelle Sargent, Robert Sevalrud and Brandon Nesfield, Jessie Chiang, Merritt Johnson, Paul Wessel, Brianne Kucerik, Niklas Maydell, Jasmine Rosner, Neil Rigby, Luca Montani, Annagiulia Zanazzo, Dennis Adams, Liza Cotter, Joe Pari, Shawn Cooley, Billy Phalen, Rebecca Sivitz, Lyuba Goltser, Howard Dicker, Adé Heyliger and Jannelle Seales acted as legal advisor to Fox Corporation. Joshua M. Zachariah, Craig M. Schmitz and James Ding of Goodwin Procter LLP acted as legal advisor to Roku, Inc. Qatalyst Partners, L.P. acted as exclusive financial advisor and fairness opinion provider to Roku, Inc.
