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Freedom251 › Blog › antitrust

Fox-Roku $22 Billion Merger Wins Shareholder Approval; Closing Still Targeted for First Half of 2027

By Freedom251 Team · · 4 min read

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Shareholders of Fox Corporation and Roku have approved Fox’s proposed acquisition of Roku, according to preliminary vote tallies reported October 14, 2026. The approval satisfies one major deal condition, but the approximately $22 billion transaction is not closed: the Justice Department’s antitrust review, other regulatory clearances and several SEC-listed conditions remain outstanding. Fox and Roku continue to target completion in the first half of calendar 2027.

What shareholders approved

The preliminary Fox tally showed overwhelming support from Class B holders. Of 197.48 million Fox Class B shares entitled to vote, 197.36 million were reported in favor, 71,891 were against and 45,001 were abstentions. The final certified vote filing for Roku had not yet been released in the available reporting, so Roku’s result should be described as a preliminary approval until that SEC filing is published.

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Shareholder approval does not itself transfer ownership or change Roku’s service. It clears the shareholder-vote condition reported in the transaction update; the companies still must satisfy regulatory, registration and closing requirements.

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How the $22 billion offer is structured

Fox announced the acquisition on June 15, 2026, at $160 per Roku share under the announced terms. Each Roku share would receive:

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Component Announced consideration
Cash $96 per Roku share
Fox stock Approximately 0.9693 Fox Class A shares per Roku share
Headline transaction value Approximately $22 billion in enterprise value

After closing, existing Fox shareholders are expected to own about 73% of the combined company, while Roku shareholders are expected to own about 27%. Those percentages and the per-share mix describe the announced transaction, not a completed merger.

Why Fox wants Roku

Fox is combining its live sports, news, entertainment and Tubi assets with Roku’s connected-TV operating platform, The Roku Channel, first-party data and direct relationship with more than 100 million global streaming households. The strategy is to pair content that Fox controls with a large distribution and advertising technology footprint.

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The companies’ reported audience figures show the scale they are trying to combine:

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  • Tubi reported 110 million monthly active users in 2026.
  • Roku had more than 100 million streaming households, according to reporting from TheWrap in 2026.
  • Nielsen’s July 2026 Gauge figures, as reported by TheWrap, put Fox at 7.8% of viewing and The Roku Channel at 2.9%. Tubi represented 2% of Fox’s total viewing share in that measurement.

Fox chief executive Lachlan Murdoch called the deal a “transformative transaction” that would pair Fox’s “high-impact live sports and news content” with Roku’s “leading streaming distribution and technology platform.”

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  • Shows on the go: Take your TV to-go when traveling—without needing to log into someone else’s device.

Why the merger is not final yet

DOJ second request

The Department of Justice issued a second request for additional information in September 2026. Under the Hart-Scott-Rodino process, that request extends the waiting period until 30 days after both companies have substantially complied, unless the Justice Department ends the period earlier or the parties agree to extend it. The request therefore makes the regulatory timetable less predictable than a routine waiting period; it is a review step, not an announcement that the deal has been blocked.

Other required approvals and conditions

The joint Fox-Roku SEC proxy/prospectus says closing also depends on:

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  • Breathtaking picture quality: Stunningly sharp 4K picture brings out rich detail in your entertainment with four times the resolution of HD. Watch as colors pop off your screen and enjoy lifelike clarity with Dolby Vision and HDR10+.
  • Seamless streaming for any room: With Roku Streaming Stick 4K, watch your favorite entertainment on any TV in the house, even in rooms farther from your router thanks to the long-range Wi-Fi receiver.
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  • Compact without compromises: Our sleek design won’t block neighboring HDMI ports, so you can switch from streaming to gaming with ease. Plus, it’s designed to stay hidden behind your TV, keeping wires neatly out of sight
  • Expiration or early termination of the HSR waiting period.
  • Other required antitrust and investment-screening approvals.
  • No law or court order prohibiting the transaction.
  • An effective registration statement for the stock portion of the consideration.
  • Approval required for Fox’s issuance of its Class A shares.
  • The parties’ representations and warranties remaining accurate, subject to the agreement’s standards.
  • Compliance with contractual covenants.
  • No continuing material adverse effect as defined by the merger agreement.

The SEC filing cautions that the companies cannot predict the actual closing date and that the merger could close later than planned or fail to close if the conditions are not met.

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When could Fox complete the Roku acquisition?

Fox and Roku continue to aim for the first half of calendar 2027. That is a target window, not a fixed date. The DOJ’s second request, the time needed to provide substantially complete responses, any additional antitrust or investment-screening review, and the remaining corporate conditions can all affect the schedule.

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Until the transaction closes, Roku remains an independent company. Roku told customers on June 15, 2026: “While the transaction is expected to close in the first half of calendar year 2027, subject to customary closing conditions, the experience you know and love isn’t changing.” That means the shareholder vote should not be read as evidence that Roku’s device software, account experience or consumer interface has already changed.

What Roku shareholders and users should watch next

For shareholders

  • The certified Roku shareholder-vote results in an SEC filing.
  • Updates on DOJ compliance with the second request and the HSR waiting period.
  • Announcements about antitrust, investment-screening and other required approvals.
  • The registration statement and Fox stock-issuance approval needed for the share consideration.
  • A formal closing announcement, which is the point at which ownership actually changes.

For Roku customers

The approval does not require an immediate product migration. Roku’s customer statement says the existing experience is not changing while the deal remains subject to closing conditions. Any later changes to products, advertising, content placement or corporate branding would require separate company announcements; none are established by the preliminary vote itself.

Bottom line on the Fox-Roku deal

Both shareholder groups have moved the transaction forward, and the announced economics remain $96 in cash plus approximately 0.9693 Fox Class A shares for each Roku share, implying about $22 billion in enterprise value. The decisive uncertainty is now regulatory and procedural: DOJ’s second request lengthens the HSR review, and the companies still need the other approvals and closing conditions listed in their SEC filing. A first-half-2027 closing remains the target, but it is neither guaranteed nor yet scheduled for a specific date.

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