Fox Corporation today completed its acquisition of Roku, Inc., placing a streaming platform that reaches more than 100 million households worldwide under the same owner as FOX News, FOX Sports, the local FOX television stations and the free streaming service Tubi. Roku's shares cease trading on Nasdaq as of today, according to Fox Corporation, which announced the closing from New York.
Under the merger agreement, Roku stockholders are entitled to receive $95.30 in cash and 0.9799 of a FOX Class A share for each Roku Class A and Class B share they held immediately before closing. Existing FOX stockholders now own about 74% of the company and former Roku stockholders about 26%, according to the announcement. FOX expects about $400 million of run-rate cost synergies within two years and says the deal should add to free cash flow per share by the second full year after closing.
ELI5
Fox, the company behind FOX News, FOX Sports and Tubi, now owns Roku, the system that runs on many streaming TVs and sticks and that shows ads on their home screens. That matters because the same company now makes TV shows, sells ads around them and controls one of the main screens where viewers choose what to watch. Fox says Roku will stay open to every app and content partner, but the announcement does not explain how that promise will be checked or enforced.
What Roku stockholders receive
The closing terms are not the terms announced in June. When FOX announced the deal on June 15, each Roku share was to be converted into $96.00 in cash and 0.9693 of a FOX Class A share. Using a FOX reference price of $66.03, the company valued that package at $160.00 per Roku share, which implied an equity value of $25 billion and an enterprise value of $22 billion. Roku's quarterly report filed on November 2 still gave the original $96.00 and 0.9693 figures, with former Roku stockholders expected to own about 27% of the combined company.
Today's figures are $95.30 and 0.9799. The cash component is 70 cents lower and the exchange ratio is 0.0106 of a share higher. At the June reference price of $66.03, that extra fraction of a FOX share is worth almost exactly 70 cents, by PPC Land's calculation, so the change moves value from cash into stock without altering the $160 headline figure measured at that price.
The announcement does not say why the mix changed. The joint proxy statement sent to stockholders on September 1 described the exchange ratio as fixed and not adjusted for movements in FOX's share price, with an exception for adjustments in certain limited circumstances relating to Roku stockholders who exercise appraisal rights. FOX has not said whether that provision was applied. The ownership figures also moved by one point toward existing FOX holders, from 73% and 27% to 74% and 26%, even though Roku holders receive slightly more stock per share. Both sets of figures are rounded, and the release gives no share counts that would reconcile them.
What the package is worth today depends on FOX's share price, and the release does not put a total value on the transaction. In June, cash made up about 60% of the consideration at the reference price and stock about 40%.
Closing months ahead of the timetable
The deal has closed far earlier than the companies first indicated. In June, FOX said it expected completion in the first half of calendar 2027. On September 8, the US Department of Justice sent both companies a request for additional information and documentary material, known as a Second Request, which extended the Hart-Scott-Rodino waiting period until 30 days after both had substantially complied. The merger agreement allowed either side to walk away if the deal had not closed by June 14, 2027, a date that could be pushed to December 14, 2027, and then to March 14, 2028.
Stockholders of both companies approved the transaction in October. When FOX reported its fiscal first-quarter results on November 2, the deal still needed US antitrust clearance, and Lachlan Murdoch said the company had received its foreign regulatory approvals and was continuing to work with the Justice Department. The same day, Semafor reported that the department was poised to let the acquisition proceed under a consent decree, adding that the terms under consideration were unclear. Cord Cutters News, citing the Semafor report, identified Newsmax majority owner Chris Ruddy as having sought to slow the deal, with his objections centred on streaming access for Newsmax.
Four days later the transaction closed. Today's announcement does not mention the Justice Department, a consent decree, clearance under the Hart-Scott-Rodino Act or any conditions attached to the deal. If the department did settle, the Tunney Act requires a proposed final judgment to be filed in federal court and published for a 60-day public comment period, so the terms of any settlement would become public. None has been described in FOX's announcement.
The early close also removes the risk of the break fees disclosed in the merger agreement. Either company would have owed the other about $866 million in certain circumstances, and FOX would have owed Roku $1.2 billion if the deal had failed for regulatory reasons, including an antitrust injunction.
A new division: FOX Digital Platforms
FOX has grouped its streaming and digital assets into a newly formed division, FOX Digital Platforms, which includes Roku, Tubi, the subscription service FOX One, Red Seat Ventures and other digital products and services across the company. Anthony Wood, who founded Roku, joins the FOX board and becomes Co-Chair of the division. Paul Cheesbrough takes the role of Co-Chair and chief executive of FOX Digital Platforms.
Other appointments were not part of the announcement. TheDesk reported today that Mike Bidgoli becomes president of Tubi, succeeding Anjali Sud, and that Pete Distad will oversee direct-to-consumer services including Tubi, FOX One and Roku's Frndly TV.
The division brings together very different businesses. Tubi is a free, ad-supported service that FOX bought in 2020 for about $440 million and that passed 100 million monthly active users in June 2025. In June, Murdoch said its revenue was approaching $1.5 billion in fiscal 2026. FOX One is a $19.99-a-month subscription service launched in August 2025 for households without cable. Roku sells streaming players and licenses its operating system to TV makers, sells advertising on its home screen and inside apps, runs The Roku Channel and takes a share of subscriptions bought through its platform.
FOX now describes itself as one of the leading streaming businesses in the US, counting Roku, Tubi and FOX One. At the time of the agreement, Tubi and Roku together accounted for about 30% of pro forma revenue, or about $6.3 billion of $21 billion over the previous 12 months, according to the figures FOX presented in June.
Two advertising businesses under one roof
Both companies have just reported the quarter to September 30, 2026, which allows a rough sense of the combined advertising business. FOX's advertising revenue rose 47% to $2.08 billion in its fiscal first quarter, lifted by the FIFA World Cup and midterm political spending, with Tubi revenue up 35%. Roku's advertising revenue rose 23% to $727.4 million in the same three months, as video ad impressions grew 33% and the average price per impression fell 7%. Added together, the two reported about $2.81 billion of advertising revenue for July to September, by PPC Land's calculation. That simple sum does not account for any advertising one company bought from the other, and it predates the closing.
The two sets of numbers point in different directions. FOX's quarter was driven by price and scarce live events. Roku's was driven by volume, with more impressions sold at lower average prices. More than 80% of Roku's in-stream video ad impressions were bought programmatically, according to its shareholder letter, which also said its integration with Google's Display & Video 360 would expand in the coming months.
Roku also has a connected TV partnership with a rival platform's ad business. In June 2025, Amazon Ads and Roku announced that Amazon DSP advertisers would get access to about 80 million US connected TV households through shared identifiers, in what the two companies called the largest authenticated connected TV partnership. That arrangement now sits inside a company whose own streaming service, Tubi, competes with Amazon's Prime Video for ad-supported viewing.
The "open" pledge
The announcement spends more words on openness than on any operating detail. "Importantly, from an operating standpoint, Roku will continue to play its role as a leading open ecosystem for the broader streaming industry," according to FOX. "A key element of Roku's ubiquity is the choice it offers viewers and the value it provides to content partners. Together, FOX and Roku will preserve and build on these strengths."
Lachlan K. Murdoch, Executive Chair and Chief Executive Officer of Fox Corporation, framed the closing in the same terms. "The closing of this acquisition advances the long-term strategy of FOX. Beginning today, our top priority for the combined company is to continue to relentlessly serve audiences and partners, while reinforcing the openness and choice that is the essence of the Roku platform," he said. "Our shared entrepreneurial passion and clear conviction toward building the future together with our new Roku colleagues gives us great confidence in the opportunities ahead of us."
Wood made the same point from the other side. "We started Roku more than two decades ago to give people a better way to watch TV, and that mission doesn't change today. What does change is our reach and resources," he said. "FOX has a deep respect for Roku's culture and wholly shares our commitment to staying open to every content partner. Our teams will keep building and innovating as they always have, now with the support and capabilities of FOX behind us. I'm proud of what Roku's employees have built, and I'm excited about what comes next."
Why repeat it so often? Roku's business depends on partners who now compete with its owner. Its home screen, whose redesign began rolling out to more than 100 million households in May, decides which services and programmes viewers see first. Its Premium Subscriptions store sells Peacock, Paramount+ and other services next to FOX One, which joined The Roku Channel in May. The Roku Channel itself ranked second among US ad-supported services by share of viewing time in Nielsen's October 2025 data, the same market in which Tubi competes. In June, FOX executives said they intended to keep Tubi and The Roku Channel separate.
The announcement contains no specific mechanism for any of this. It does not say whether FOX will adopt rules on how its own programming is ranked in Roku's interface, on home screen advertising sold to rival networks and services, or on how viewing data from third-party apps on Roku devices is handled. A combination of a content owner, a distribution platform and an ad seller is a textbook case of vertical integration, and the commitments FOX has made so far are statements of intent rather than published terms.
FOX's own risk list in the announcement names the parties whose cooperation it needs. Among 18 factors that could cause results to differ from expectations, it cites "maintaining existing relationships and agreements with affiliates, advertisers, content partners, distributors, device partners, retailers, suppliers, vendors, customers, subscribers and other counterparties," as well as "avoiding delays in entering into new agreements" with prospective partners. Another item covers "exposure to increased litigation from stockholders, counterparties or other third parties due to the combination of the FOX and Roku businesses."
$400 million of savings, and the debt behind them
FOX expects "approximately $400 million of run-rate cost synergies within two years following the transaction close, with additional potential revenue upside," according to the announcement. It does not break down where the savings will come from, how many jobs may be affected, or what one-off costs the integration will require. The risk factors point in the direction of overlap: they mention "consolidating corporate and administrative infrastructures and eliminating duplicative operations," integrating "information, purchasing, provisioning, accounting, finance, sales, billing, payroll, reporting and regulatory compliance systems," and "maintaining employee morale and attracting, motivating and retaining management personnel and other key employees."
The second financial target is that the deal will be accretive to free cash flow per share by the second full year after closing. With a close in November 2026, FOX's fiscal year ending June 30 and no definition of "full year" in the release, the measurement period is not spelled out.
The cash portion needed debt. Morgan Stanley Senior Funding led the debt financing, according to the announcement, which also lists "the Company's significant combined indebtedness and associated obligations and/or restrictions" and the ability "to deleverage the business in accordance with management's targets" among its risks. In June, FOX expected to raise about $8.3 billion of new debt, backed by a fully committed $12.0 billion bridge facility, and put pro forma net leverage at about 2.8 times. FOX's quarterly report filed on November 2 showed $11.0 billion of bridge commitments still available at September 30 and nothing drawn. Today's announcement does not say how the closing payment was funded.
Advisers
Allen & Company LLC was lead financial adviser to FOX. Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC were also financial advisers, and Weil, Gotshal & Manges LLP was legal counsel. Qatalyst Partners was exclusive financial adviser to Roku, with Goodwin Procter LLP and Axinn LLP as legal counsel.
Why this matters for advertisers and publishers
The ownership of US television's main distribution points has shifted quickly. Walmart agreed to buy Vizio and its SmartCast operating system for about $2.3 billion in February 2024, tying a TV platform to a retailer's ad business. Paramount's agreed takeover of Warner Bros. Discovery led to plans, confirmed in March 2026, to combine Paramount+ and HBO Max. In September, EMARKETER projected that the 10 US TV majors would shrink to six by 2027, with FOX absorbing Roku.
FOX's position after today is unusual among them. It owns broadcast and cable networks with live sports and news, a free streaming service in Tubi, a subscription service in FOX One and now the operating system and home screen that a large share of US streaming households use to reach all of them and their rivals. Roku had passed 100 million streaming households in April. For buyers, that may mean fewer separate negotiations for FOX inventory, Tubi and Roku's own placements. For networks and streaming services that rely on Roku for distribution, the question is whether the terms they get on the platform change now that it belongs to a competitor.
The balance of power is not one-sided. In its quarterly report filed on November 2, Roku said the top three streaming services, excluding The Roku Channel, accounted for more than half of all hours streamed on its platform in the third quarter, and that it has no access to video ad inventory inside some apps, including YouTube. A platform owned by a broadcaster has to keep those services on its home screen to stay useful to viewers. That leverage cuts both ways, which helps explain the weight the announcement gives to openness.
Whether the Justice Department imposed conditions on any of this remains the open question that today's announcement leaves unanswered.
Timeline
- April 2020: FOX acquires Tubi for about $440 million
- February 20, 2024: Walmart agrees to buy Vizio for about $2.3 billion
- June 16, 2025: Amazon Ads and Roku announce Amazon DSP access to about 80 million US CTV households
- June 17, 2025: Tubi passes 100 million monthly active users
- August 21, 2025: FOX launches FOX One at $19.99 a month
- December 22, 2025: Nielsen and Roku expand their measurement ties, with The Roku Channel ranked second in ad-supported TV
- March 2, 2026: Paramount confirms Paramount+ and HBO Max will combine
- April 16, 2026: Roku passes 100 million streaming households
- May 26, 2026: FOX One joins The Roku Channel as a Premium Subscription
- May 27, 2026: Roku begins rolling out its redesigned US home screen
- June 12, 2026: Reuters reports that Roku is exploring a sale
- June 14, 2026: FOX and Roku sign the merger agreement
- June 15, 2026: FOX announces the acquisition at $160 per Roku share, $96.00 in cash and 0.9693 FOX shares, and about $22 billion in enterprise value
- September 1, 2026: Joint proxy statement describes the exchange ratio as fixed, with an exception relating to appraisal rights
- September 8, 2026: The Justice Department issues a Second Request to FOX and Roku
- September 27, 2026: EMARKETER projects six US TV majors by 2027, down from 10
- October 2026: FOX and Roku stockholders approve the merger
- November 2, 2026: FOX reports advertising revenue up 47% to $2.08 billion and says it is still working with the Justice Department; Roku reports advertising revenue up 23% to $727.4 million; Semafor reports the deal is poised to clear under a consent decree
- November 6, 2026: FOX completes the acquisition at $95.30 in cash and 0.9799 FOX Class A shares per Roku share; Roku stops trading on Nasdaq; FOX Digital Platforms is formed with Anthony Wood and Paul Cheesbrough as Co-Chairs
- By November 2028: FOX's target date for about $400 million of run-rate cost synergies
Related PPC Land coverage
- Fox buys Roku for $22bn - what it means for CTV advertising - the June 2026 agreement, the $160 headline value, financing and FOX's plans for Tubi and The Roku Channel.
- Roku explores a sale as its $19bn ad platform attracts media and tech buyers - the Reuters report and Roku's first-quarter numbers that came days before the FOX agreement.
- Roku ad revenue gains 23% to $727m as average impression price drops 7% - Roku's last quarterly results as an independent company, including the Second Request and the merger deadlines.
- FOX ad revenue gains 47% to $2.08bn on World Cup and midterm ads - FOX's fiscal first quarter, Tubi's 35% growth and the status of the Roku deal four days before it closed.
- EMARKETER forecasts 6 US TV majors by 2027, down from 10 - the consolidation forecast that counts FOX and Roku as one group.
- Amazon Ads and Roku announce largest authenticated CTV partnership - the 2025 deal giving Amazon DSP advertisers access to about 80 million US connected TV households on Roku.
- Roku's biggest home screen change in a decade goes live for 100M households - the redesign of the interface that now belongs to FOX.
- Roku hits 100M households and splits open its platform finances - Roku's household milestone and its 2025 revenue split between advertising and subscriptions.
- FOX One lands on Roku Channel ahead of FIFA World Cup 2026 - FOX's subscription service inside Roku's Premium Subscriptions store before the merger.
- Nielsen and Roku deepen ties with Roku Channel becoming #2 in ad-supported TV - The Roku Channel's position in ad-supported viewing, where it competes with Tubi.
- Tubi surpasses 100 million users amid streaming advertising boom - Tubi's growth since FOX bought it in 2020.
- Walmart to acquire Vizio in $2.3 billion deal to expand advertising reach - an earlier purchase of a TV operating system by a company with its own ad business.
- Paramount+ and HBO Max to merge into one streaming giant with ~200M subscribers - another 2026 consolidation in US streaming.
Summary
Who: Fox Corporation, the owner of FOX News, FOX Sports, the FOX television stations, Tubi and FOX One, and Roku, Inc., the TV streaming platform founded by Anthony Wood. Lachlan K. Murdoch, FOX's Executive Chair and Chief Executive Officer, and Wood commented on the closing. Paul Cheesbrough and Wood lead the new FOX Digital Platforms division.
What: FOX completed its acquisition of Roku. Roku stockholders receive $95.30 in cash and 0.9799 of a FOX Class A share per share, against $96.00 and 0.9693 announced in June, a change the announcement does not explain. Former Roku holders own about 26% of FOX. FOX targets about $400 million of run-rate cost synergies within two years and accretion to free cash flow per share by the second full year, and it pledges to keep Roku open to all content partners.
When: The acquisition closed today, November 6, 2026, almost five months after the June 14 agreement and ahead of the first-half 2027 timetable FOX gave in June. Roku shares stop trading on Nasdaq as of today.
Where: Announced in New York. The deal affects the US connected TV market most directly, while Roku's platform serves more than 100 million households worldwide.
Why: FOX says the deal accelerates its digital strategy and shifts its business toward streaming and connected TV. For advertisers, networks and streaming services, a broadcaster now controls one of the main US TV operating systems and home screens, and the announcement leaves open whether the Justice Department attached conditions and how FOX's openness commitments will be applied.
Discussion