The deal provides a substantial cash premium and ongoing equity upside in Fox. Monitor regulatory approvals (HSR, antitrust) and stockholder votes. The 55% committed vote from insiders makes Roku stockholder approval highly likely. Spread-widening or regulatory delays could create entry points for merger arbitrage.
Price Chart
Executive Summary
Roku (ROKU) has entered into a definitive merger agreement with Fox Corporation (FOX) to be acquired in a cash-and-stock transaction valued at $96.00 per share plus 0.9693 Fox Class A shares per Roku share. The deal is structured as a two-step merger intended to qualify as a tax-free reorganization, with Roku stockholders expected to own approximately 27% of the combined company. Anthony Wood and affiliates (~55% voting power) and Fox's controlling stockholders (~38.7% voting power) have signed voting agreements in favor of the transaction.
Key Financial Metrics
Key Facts
- Each Roku share converts into $96.00 cash plus 0.9693 Fox Class A shares (mixed consideration).
- Roku stockholders will own ~27% of the combined company post-close.
- Anthony Wood and affiliates (~55% voting power) have agreed to vote in favor via Sellside Voting Agreement.
- Fox's controlling stockholders (~38.7% voting power) have agreed to vote in favor via Buyside Voting Agreement.
- Termination fees: $866,084,000 (Company or Parent) under certain scenarios; $1,237,262,000 (Parent) for regulatory failure.
- Closing conditions include Roku and Fox stockholder approvals, HSR clearance, and no legal restraints.
- Transaction expected to close by June 14, 2027, with possible extensions to March 14, 2028.
- Fox has secured committed debt financing for the cash portion of the consideration.
Financial Impact
Cash consideration of $96.00 per share plus 0.9693 Fox shares per Roku share; total cash component approximately $14.2B based on ~148M fully diluted shares; Roku stockholders to own ~27% of combined entity.
Risk Factors
- Regulatory antitrust or foreign investment review could delay or block the transaction.
- Fox stock price volatility affects the total consideration value for Roku shareholders.
- Failure to obtain Fox Class B stockholder approval (though 38.7% committed) could scuttle the deal.
- Extended timeline (up to March 2028) exposes the spread to market and interest rate risk.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001140361-26-025115 |
| Document: ef20076172_ex10-1.htm | 0001140361-26-025115 |
| Document: ef20076172_ex10-2.htm | 0001140361-26-025115 |
| Document: ef20076172_8k.htm | 0001140361-26-025115 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 9, 2026 22d ago | Insider Cluster | $154.12 $154.08 | ▼ −0.03% | ▲ +0.47% | $151.07 (−1.98%) |
Sep 3, 2026 28d ago | Insider Cluster | $155.59 $157.45 | ▲ +1.20% | ▲ +2.40% | $151.07 (−2.91%) |
Sep 1, 2026 4w ago | DEFM14A | $155.53 $152.90 | ▼ −1.69% | ▼ −1.77% | $151.07 (−2.87%) |
Aug 7, 2026 7w ago | Insider Cluster | $151.84 $158.31 | ▼ −4.26% | ▼ −4.31% | $151.07 (+0.51%) |
Aug 5, 2026 8w ago | Insider Cluster | $150.07 $153.68 | ▲ +2.41% | ▲ +1.19% | $151.07 (+0.67%) |
Jul 7, 2026 12w ago | Insider Cluster | $141.21 $141.76 | ▲ +0.39% | ▼ −0.16% | $151.07 (+6.98%) |
Jul 2, 2026 13w ago | Insider Cluster | $142.43 $140.26 | ▼ −1.52% | ▼ −2.45% | $151.07 (+6.07%) |
Jun 18, 2026 15w ago | 8-K | $135.20 $135.40 | ▲ +0.15% | ▲ +2.22% | $151.07 (+11.74%) |
Jun 16, 2026 15w ago | Insider Cluster | $137.29 $135.93 | ▲ +0.99% | ▼ −0.05% | $151.07 (−10.04%) |
Jun 15, 2026 15w ago | 425 | $137.95 $135.06 | ▼ −2.10% | ▲ +0.13% | $151.07 (+9.51%) |
US Market Status
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