Fox Corporation today announced a definitive agreement to acquire Roku, Inc. for $160.00 per share in a combination of cash and stock, valuing the connected television platform at approximately $22 billion in enterprise value. The deal, announced June 15, 2026, combines two companies that have been quietly moving toward each other for years - and it reshapes the competitive landscape for every advertiser, agency, and ad-tech company operating in streaming. Nothing quite like it has happened in U.S. television in years.

The transaction unites FOX's live sports and news portfolio with Roku's position as the number one TV streaming platform in the United States, Canada, and Mexico by hours streamed, according to Hypothesis Group data cited through December 2025. It also brings together two of the largest free ad-supported streaming services in the U.S.: Tubi, owned by FOX since 2020, and The Roku Channel, operated by Roku itself. The combined company is expected to become the third-largest player in U.S. television by share of viewing on a pro forma basis, according to Fox Corporation - trailing only YouTube and Disney in total monthly U.S. television viewership as measured by Nielsen Gauge data from March 2026. The combined FOX and Roku share stands at 10.2%, compared to YouTube at 13.2% and Disney at 10.5%, according to the investor presentation filed today.

The deal structure in full

Under the terms of the agreement, FOX will pay $96.00 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 merger's effective time. The stock component was calculated using a reference price of $66.03 per share - the 10-day volume-weighted average price of FOX Class A common stock as of June 10, 2026 - representing $64.00 in stock per Roku share. In total, the consideration is comprised of 60% cash and 40% stock, according to Fox Corporation's investor presentation.

The $160.00 per share price implies a total equity value of $25 billion and an enterprise value of $22 billion, according to Fox Corporation. Upon closing, existing FOX shareholders are expected to own approximately 73% of the combined entity, with Roku shareholders holding approximately 27%. Both boards of directors unanimously approved the transaction.

FOX will issue approximately 152 million Class A shares as the equity component. The cash component at closing will be funded through approximately $8.3 billion of new transaction debt, with the remainder coming from approximately $9.1 billion in combined balance sheet cash expected to be available at close, according to the investor presentation's sources-and-uses table. Total sources and uses sum to $27.4 billion, covering $25.0 billion for the purchase of Roku equity and $2.4 billion in minimum cash and other transaction expenses.

FOX has obtained $12.0 billion of fully committed bridge financing from Morgan Stanley Senior Funding, Inc. to fund the cash portion of the consideration. At closing, pro forma net leverage is projected at approximately 2.8x trailing 12-month EBITDA, inclusive of 50% credit for run-rate cost synergies - or 2.9x excluding synergies - according to Fox Corporation. The transaction is expected to be accretive to free cash flow per share within two years of close.

Steve Tomsic, Chief Financial Officer of FOX, said on the investor call held today: "We feel very comfortable about where we structured the transaction. With Roku reaching or on track to reach the $1 billion free cash flow milestone in the next year or 2, we think we delever very, very quickly. If you look at the way we intend to set up the permanent financing, we'll be allowing for the opportunity to repay debt in the first year or 2 of the transaction, and we also have an outstanding $2 billion note that comes due in January '29, which we would imagine repaying to delever."

According to Tomsic, the target gross leverage ratio sits between 2.25% and 3%, consistent with maintaining the company's mid-BBB investment-grade credit rating. Share repurchases will continue through the process.

The transaction is subject to shareholder votes from both companies, plus U.S. and certain international regulatory approvals. Tomsic confirmed on the call that principal regulatory requirements consist of HSR approval in the United States and what Lachlan Murdoch described as "very limited international approvals." The deal is expected to close in the first half of calendar year 2027.

In connection with the signing, Roku founder Anthony Wood and certain associated trusts and related entities - which together hold at least a majority of Roku's voting power - entered into a voting and support agreement in favor of the transaction. LGC Holdco LLC also entered into a separate voting and support agreement regarding the issuance of FOX shares.

Why FOX is doing this, in FOX's own words

Lachlan K. Murdoch, Executive Chair and Chief Executive Officer of Fox Corporation, spent considerable time on the investor call situating this transaction within a decade-long strategic arc. In 2019, FOX reoriented around live news and sports. In 2020, it acquired Tubi - then a startup - for approximately $440 million. FOX One, the company's direct-to-consumer streaming service, launched less than 12 months before this announcement and has been growing steadily since.

According to Murdoch on the investor call: "The opportunity to acquire Roku at this moment as Roku hits its inflection point of growth is a transformational step forward for FOX and for our shareholders. Nothing has the upside and the massive scale and opportunity that this transaction has."

Murdoch went further when describing the broader media context that makes the transaction compelling. According to Murdoch: "Nearly 50% of all U.S. television consumption now takes place within the streaming ecosystem, roughly double the level in 2020. And Roku's prominence in streaming throughout this growth has been remarkable. The consumer now subscribes to an estimated 4 services on average, creating an increasingly fragmented landscape where discovery and navigation have become more complex."

The investor presentation put that trend in sharper relief. Streaming accounted for 25% of total U.S. TV viewership in 2020, according to Nielsen Gauge data. By March 2026, that figure had reached 48%, according to the same source. Approximately 98% of the top U.S. telecasts are live news and sports, according to Sports Business Journal data cited in the presentation - the single category where FOX has consistently ranked first.

Murdoch also pointed to the shifting structure of CTV advertising specifically. According to Murdoch on the call: "The connected television ad spend as a proportion of television ad spend in the last few years has grown from 25% to 41% and that trend just continues. When you pair that with the reach of our content with FOX News, with live sports and FOX Sports, combined with Roku's really great depth of a rich first-party data and performance marketing tools. It's a tremendous opportunity."

John Nallen, President and Chief Operating Officer of FOX, added a longer-term framing. According to Nallen: "Roku pioneered connected TV in 2008 with the launch of its first streaming player. In the years since it has been a central enabler of streaming's growth, serving as both a leading distributor of applications and one of the primary aggregation points through which consumers access their content - in effect, becoming a front door to the streaming ecosystem."

Anthony Wood explains the strategic case from Roku's side

Wood, who founded Roku in 2002 on the premise that all television would eventually be streamed, addressed the question of timing directly when asked by investors. His answer was revealing.

According to Wood on the investor call: "I have never been more positive about our business than I am now. If you just look at where we are in the world - the number one streaming platform in the United States, over 100 million streaming households, over half of broadband households in the United States using Roku to watch television, a brand that people love. We've been posting strong growth quarter-over-quarter. We're just really well strategically positioned kind of at the center of the streaming ecosystem. So we are in a position of strength."

That framing - doing the deal from strength, not necessity - was repeated several times across the call. Wood continued: "I do think that the streaming, advertising, AI landscapes are evolving and scale and technology and content are increasingly important to compete in an increasingly competitive market. So I do think it puts us in a stronger position over the long term."

Wood also addressed the question of platform openness, which sits at the center of advertiser concern about the transaction. According to Wood: "Roku has a very large platform business. It consists of advertising and subscriptions. A lot of that business is driven by promotion of our partners. And our goal is to grow that business. It's not for that business to retreat. So we're going to continue to grow that business. That means working closely with partners to do that."

Wood made a specific and technically precise point about how the Roku home screen works that is directly relevant to any concerns about FOX content receiving preferential placement at the expense of competitors. According to Wood: "One of the things I just want to correct - you implied that promoting FOX owned and operated properties on the Roku home screen would somehow reduce profitability for the home screen. I don't think that's true. Actually, it's going to increase profitability. We sell ads on our home screen throughout our UI, obviously. But we also have many, many ways to promote content throughout the UIs that are not necessarily sold. And we use that to promote partners, but we also use it to promote our owned and operated our own properties."

Wood then provided a specific data point that clarifies the home screen monetization architecture. According to Wood: "25% of viewing to the Roku Channel comes from someone clicking on the tile for the Roku Channel. 75% of viewing comes from some other ingress point - whether it's search or what to watch - there are just many, many different ingress points throughout the user experience. And so those different ways, from a content perspective, they're not 'sold out.' There's just almost an infinite supply. So we can easily promote owned and operated properties - which would now include FOX properties - as well as partner properties, and we can do it in a way that's going to increase the amount of revenue that's generated by the home screen."

The Roku OS advantage: why it matters in a competitive market

One of the most technically substantive exchanges on the investor call concerned Roku's ability to compete against Amazon, Google, and now Walmart (following the VIZIO acquisition) over the next three to five years. Wood's answer went beyond market share figures.

According to Wood: "We are the only streaming platform that has built an operating system from the ground-up, designed specifically for streaming. We have a purpose-built operating system for streaming, whereas our competitors generally take HTML or they take a mobile operating system, they port it to television. And there's a lot of advantages to building something from the ground-up designed specifically for streaming. It's a better user experience. It's simpler. But it's also, importantly, very cost competitive."

The cost implications are currently amplifying. According to Wood: "The TV business is extremely cost competitive. And so having a lower cost to build hardware, which we've done through our purpose-built software designed specifically, among other things, to allow hardware manufacturing costs to be lower than any other operating system, is a big competitive advantage in the market. For example, just one example, we use a lot less memory than our competitors. And right now, memory prices are going through the roof. So that advantage is really being compounded."

This matters not just for Roku's standalone device business - which represents approximately 11% of trailing 12-month revenue, a small fraction compared to the platform segment - but for the economics of the 45-plus TV OEM brands globally that license Roku's operating system. The investor presentation identifies three first-party Roku TV lines alongside those licensing relationships, making the OS a core infrastructure play that extends well beyond any single hardware product.

The scale of the combined advertising business

The investor presentation disclosed figures that help quantify what the combined advertising entity looks like. On a trailing 12-month basis as of March 31, 2026, Roku generated $2.5 billion in advertising revenue. FOX generated $6.5 billion in advertising revenue over the same period. Together, the combined company would have LTM advertising revenue of approximately $9 billion, according to Fox Corporation's investor presentation.

That combined figure places the entity alongside the largest advertising companies in the United States. FOX's advertising comes primarily from premium live sports and news inventory - broadcast and cable formats with appointment-viewing audiences. Roku's advertising comes from its platform layer: the home screen, The Roku Channel, and third-party app inventory accessed through the Roku Exchange and Ads Manager self-service tools.

The investor presentation described the complementary nature in a diagram: FOX brings "Premium Inventory & Demand" while Roku contributes "1st-Party Household and Viewership Data" and "Targeting, Measurement, Personalization." Together they frame a loop that ties engagement through the viewing experience to data accumulation and back to inventory monetization.

Tubi's numbers add further context. According to Murdoch on the investor call, Tubi is on track to generate revenue approaching $1.5 billion in FOX's fiscal year 2026, with top-line growth of approximately 25%, while delivering over 13 billion hours of content consumed annually by 100 million viewers. Those are the metrics of a business that has moved well beyond its $440 million acquisition price in 2020. The investor presentation confirmed that Tubi and Roku together will represent approximately 30% of the combined company's pro forma revenue, or roughly $6.3 billion out of a total $21 billion LTM revenue base.

FOX's total pro forma LTM revenue from public filings and management estimates stands at $21 billion, according to the investor presentation. Tubi and Roku together contribute 30% of that figure. The remaining 70% comes from FOX's existing broadcast, cable, news, and sports businesses.

The advertising market context: CTV spending trajectories

The investor presentation cited projections from E-Marketer and Wall Street research that frame the growth opportunity being targeted. U.S. connected TV advertising spending is projected to reach approximately $60 billion by 2030, representing a compound annual growth rate of 12% from 2025. U.S. streaming subscription spending is projected to reach approximately $85 billion by 2030, at a CAGR of 8%.

Both projections inform why a content company with FOX's profile would pay a $22 billion enterprise value for a platform business. The $400 million in run-rate cost synergies, which Murdoch described on the call as conservative and subject to upward revision through further integration planning, do not include any revenue synergies. Murdoch explicitly declined to put a number on revenue synergies, but the combination of FOX's content rights with Roku's platform reach across more than 100 million households suggests the revenue opportunity is where the real long-term financial logic sits.

Nallen framed it plainly on the call. According to Nallen: "Strategically, the combined company will be positioned in the highly attractive growth zones of the video market - advertising and subscription, particularly in the digital sector."

Tubi and The Roku Channel: two services, not one

A question from investors on the call explored whether Tubi and The Roku Channel might be merged or rebranded following the acquisition. Murdoch's answer was unambiguous. According to Murdoch: "Our expectation is fully to keep the services separate. They serve consumers and their viewers in different ways. Tubi is over 90% video-on-demand. The Roku Channel is around just a little bit over 80% FAST channels. This - the combination of the 2 and how you sell the 2 of those - the inventory in the market - I think is a tremendous opportunity and combination."

The audience overlap is also lower than one might assume. According to Murdoch: "There's about 1/3 overlap between the audience - between the 2 of them - so they're not identical audiences. Bringing the 2 of them together effectively triples the reach of the combined service."

Wood added a distribution point that illuminates the difference. According to Wood: "The Roku Channel, obviously, as we call it 'off platform' - it is available off Roku, but most of the distribution is on the Roku platform. Tubi has a lot of distribution, obviously successfully on Roku as well, but also has a lot of distribution outside of Roku. And so that provides a very broad and comprehensive distribution across different platforms together."

For advertisers, the practical implication is an expanded inventory pool rather than consolidation. Buying against the combined FAST audience requires engaging with two distinct content environments - VOD-heavy and FAST-heavy - with different ad formats, audience behaviors, and discovery patterns. The sell-through implications of managing two platforms rather than merging them into one are still to be worked out through integration planning.

The investor presentation flagged the combined streaming ecosystem reach: 230-plus million people reached monthly on the FOX side, and 125 million people reached daily on the Roku platform, according to Nielsen, Comscore, and management data. Average household usage on the Roku platform exceeds four hours per day. Tubi's content library numbers approximately 300,000 titles. Roku manages tens of millions of Roku-billed subscriptions and delivers over 1 billion monthly streaming hours.

The Roku home screen as "beachfront property"

One of the more striking descriptions in Murdoch's investor call remarks was his characterization of the Roku home screen as "beachfront property in the streaming ecosystem." That phrase captures something important about what FOX is actually buying.

The home screen is where content discovery happens for every Roku household. It is the surface that determines which services get promoted, which content surfaces in search results, which subscription offers appear in the purchase flow, and how advertisers reach viewers at the moment they decide what to watch. Nallen described it precisely on the call. According to Nallen: "Roku's home screen meets consumers at their moment of intent - a critical juncture in the video journey - which makes Roku a powerful platform for discovery and engagement. And the Roku platform generates a rich authenticated data set on consumer behavior, which enables Roku to offer better products and experiences for users and commercial partners alike."

The CTV operating system market share data in the investor presentation sharpens the competitive significance. As of Q4 2025, Roku accounted for 44% of total U.S. hours spent viewing CTV content by operating system brand, according to Comscore data cited in the presentation. Amazon Fire TV was in second place at 14%. Samsung came third at 12%. Android TV sat at 5%. All other platforms - including Apple TV, Xumo, and other OS brands - combined for 25%.

A 44% share of CTV viewing time by OS brand means that nearly half of all connected television hours in the United States pass through Roku's interface. That is the asset that FOX's $22 billion enterprise value is acquiring access to.

Partner relationships: what Netflix, Amazon, and Disney are watching

The question of platform neutrality attracted sustained attention from investors on the call. A specific question raised the risk that major streaming partners - Netflix, Amazon, and Disney - might reassess their presence on the Roku platform if FOX ownership created competitive conflicts.

Murdoch drew directly on FOX's prior history managing platforms that distribute competitor content. According to Murdoch: "From a FOX perspective, if you remember, we've done this before. We're not - it's not our first rodeo. We had Sky in the U.K. and Europe, we had Star TV. Those are all platforms that we have our own content, which we can grow and monetize very effectively, while hosting and distributing broadcasting all of our partners' content. And that's critical both for the business and for the future of the business and also, most importantly, for our consumers."

FOX's Chief Financial Officer Steve Tomsic was equally direct about the openness commitment. According to Tomsic on the call: "Our sort of thesis going into acquiring Roku is not to sort of upset or dislocate any of the relationships that Roku has in terms of being sort of the Switzerland of distribution for so many other content providers. And so we don't see this as being a sort of a transaction that activates conflict. If anything, we see that the benefit of both platforms having that ubiquity on both sides of the distribution side of things as being a key strength."

Wood echoed this on the same question. According to Wood: "FOX's commitment to letting Roku continue to do what it does - which is distribute content, grow our existing business, which involves working with third parties and distributing third-party content - allow our employees the freedom they need to continue to build and innovate great products in the streaming ecosystem. So I think that's one of the things I'm looking forward to: the increased resources of FOX and increased assets, but still the freedom and the entrepreneurial nature and the ability to continue to drive our business the way we always have."

Whether those commitments hold through the full integration process - which is expected to extend well into 2027 even assuming the transaction closes on schedule - is a question the advertising industry will be tracking closely. The investor presentation's platform slide displayed not only FOX-owned services (Tubi, FOX One, Howdy, Frndly TV) but also third-party streaming services including Netflix, Paramount Plus, HBO Max, Disney Plus, and Apple TV, signaling the intent to maintain a broad, competitive catalog on the Roku platform.

What the combined $9 billion advertising stack looks like for buyers

For agencies and brand advertisers, the structure of the combined advertising entity raises both opportunity and access questions that will take months to resolve.

On the opportunity side, the investor presentation framed the advertising combination as: FOX's $6.5 billion in LTM advertising revenue (premium inventory and direct demand) plus Roku's $2.5 billion (first-party data, targeting, measurement, personalization), with $9 billion in combined LTM advertising revenue as the result. The combined entity reaches more than 230 million people per month on the content side and 125 million per day through the Roku platform, according to management data.

PPC Land has tracked Roku's advertising infrastructure build in detail, including the June 2024 launch of Roku Exchange, the self-service Ads Manager platform that launched in September 2024 with Shopify integration for shoppable ads, and the Roku Curate product launched in April 2026 that packages first-party viewing data with purchase signals from Best Buy Ads, Criteo, Fandango, Fetch, Instacart, and Kroger Precision Marketing.

That programmatic infrastructure - open to multiple demand-side platforms and growing at 40% year over year in terms of third-party DSP spend - now passes into the ownership of a company with strong incentives to route demand through its own channels. The question is not whether that will happen immediately, but whether the integration planning process will produce structural changes that alter supply path economics for existing buyers.

FOX has also built its own identity layer. An earlier collaboration with The Trade Desk, covered by PPC Land, integrated Unified ID 2.0 and OpenPath across FOX's entire content portfolio including FOX Sports, FOX Entertainment, FOX News Media, and Tubi. That identity stack, combined with Roku's 100% authenticated first-party data across 100 million-plus streaming households, creates a first-party identity asset of unusual depth in the CTV market.

Murdoch addressed the specific revenue upside from combining these capabilities. According to Murdoch on the call: "I think Roku really does have unique expertise in performance marketing, which we can bring across our entire platform. I think the advertising synergies or revenue upsides are very significant. You then pair that with our - at FOX - direct relationship with our advertisers and clients, it's a tremendous opportunity. So I think the 2 sides and 2 expertise of the companies are very complementary coming together to drive revenue synergies."

Sports rights, Roku distribution, and the World Cup connection

The investor call included a pointed question about whether owning Roku's home screen would change FOX's appetite for Tier 3 sports rights - smaller rights packages that might be better distributed through streaming than broadcast. Murdoch indicated it is too early to say, but pointed clearly to how distribution through Roku would amplify existing Tier 1 rights like the NFL, MLB, NASCAR, and FIFA World Cup.

According to Murdoch: "The discovery of those sports rights and the viewership of those sports rights can really be assisted with distribution across Roku and discovery through the Roku home screen, which really is the beachfront property in the streaming ecosystem."

The World Cup timing makes that connection concrete. FOX One landed on The Roku Channel as a Premium Subscription on May 26, 2026, giving U.S. subscribers access to all 104 FIFA World Cup 2026 matches at $19.99 per month. The World Cup opened at Estadio Azteca in Mexico City on June 11, just four days before this acquisition was announced. The distribution deal was a commercial precursor; the acquisition announcement is the next step in the same strategic relationship.

The investor presentation also highlighted FOX's international ambitions as a consequence of the acquisition. Murdoch noted that the transaction puts FOX back on an international footing, and specifically identified Latin America - where FOX Latin America launched aggressively over the prior 12 months - as a market where the Roku platform could support growth. Roku's platform already operates in markets outside the U.S., including Mexico and the United Kingdom, with more than 100 million streaming households globally.

How Roku got to this point: the financial trajectory that made it acquirable

Understanding why this deal is happening now requires understanding the financial transformation Roku underwent in 2024 and 2025. The company had spent years generating substantial revenue while managing heavy losses. That changed.

Roku's Q4 2025 results showed record free cash flow of $484 million and the first positive full-year net income in the company's public life. Platform revenue reached $1.22 billion in Q4 2025 alone, up 18% year over year, on advertising gross margins of 58%.

Q1 2026 extended that trajectory. Total net revenue reached $1.25 billion, up 22% year over year. Advertising revenue grew 27% to $613 million. Subscriptions grew 30% to $519 million - faster than advertising, which had previously driven the bulk of platform growth. Adjusted EBITDA came in at $148 million, up 165% year over year. The company repurchased $100 million in shares during Q1, for a cumulative $250 million since Q3 2025 under a $400 million buyback program.

The investor presentation summarized Roku's trailing 12-month financial profile as of March 31, 2026: $5.0 billion in total LTM revenue, with advertising at $2.5 billion (49%), subscriptions at $1.9 billion (39%), and devices at $0.6 billion (11%). LTM year-over-year revenue growth stands at 17%. LTM gross margin sits at 44%. The investor presentation projects Roku reaching $1 billion-plus in annual free cash flow by calendar year 2028.

That free cash flow trajectory is central to the deal's financial logic. According to Tomsic on the call: "With Roku reaching or on track to reach the $1 billion free cash flow milestone in the next year or 2, we think we delever very, very quickly." A business generating $1 billion in annual free cash flow within two years provides the deleveraging capacity to bring net leverage down from 2.8x at close to the target range of 2.25-3.0x gross leverage while simultaneously continuing share buybacks.

PPC Land reported in April 2026 when Roku disclosed its advertising and subscription revenues as separate line items for the first time - a transparency move that gave analysts and potential acquirers the clearest view yet of what actually drives the business. That disclosure, which accompanied the 100 million household milestone announcement, almost certainly shaped the due diligence process that preceded today's announcement.

The Roku operating model: hardware, platform, and OEM licensing

The investor presentation's business model breakdown reveals a company with more structural complexity than most outsiders appreciate. Devices - Roku players, accessories, and first-party Roku TVs - represent only 11% of trailing revenue at $0.6 billion LTM. The platform segment, at $4.4 billion LTM across advertising and subscriptions, is where the value is concentrated.

The device segment does, however, serve a critical function: it is the entry point through which new streaming households are acquired. Three first-party Roku TV lines sit alongside 45-plus TV OEM brands globally that license the Roku operating system, according to the investor presentation. Those OEM relationships ensure Roku's OS reaches screens that Roku itself does not manufacture, extending the household reach at lower capital cost than building hardware alone.

Wood's point about the OS architecture - built from the ground up for streaming, using less memory than competitors at a moment of rising memory prices - suggests the hardware licensing economics are structurally advantaged over time. A purpose-built OS can optimize for the specific constraints of television hardware in ways that a ported mobile OS cannot, and that optimization compounds as television hardware becomes increasingly commoditized and cost-sensitive.

Regulatory questions the market is asking

The investor call included a question about the regulatory termination fee, which was described as exceeding $1 billion - a figure that signals both parties' confidence in clearance and the seriousness with which they view regulatory risk. Murdoch indicated on the call that principal regulatory requirements consist of HSR approval in the United States and limited international approvals.

The regulatory challenge in a deal of this kind is less about market concentration in any single traditional media category and more about the vertical combination of content, distribution, and advertising infrastructure. A company that simultaneously owns premium live sports and news content, the leading CTV operating system by household count, two major FAST services, and one of the largest digital advertising pipelines in streaming has a structural position that regulatory scrutiny will assess carefully.

That said, the competitive landscape context matters. Amazon controls Fire TV at 14% of CTV viewing hours by OS. Google controls Android TV and Google TV. Walmart now owns VIZIO following its acquisition. Apple operates its own TV platform. None of those competitors lacks content, distribution, or advertising interests. The regulatory environment will assess the FOX-Roku combination against that backdrop rather than against a hypothetical pre-streaming media industry.

FOX and Roku are expected to file a registration statement on Form S-4 containing a joint proxy statement and prospectus with the Securities and Exchange Commission. Documents will be available through the SEC's website at www.sec.gov as well as through each company's investor relations pages.

What changes for advertisers before closing

The transaction is not expected to close until the first half of 2027. Between now and that date, Roku and FOX operate as separate, independent companies. Existing programmatic arrangements, DSP partnerships, agency agreements, and data licensing structures remain in place. The Roku Exchange continues to function. The Ads Manager self-service platform continues to serve direct clients. The Amazon Ads authenticated CTV partnership, which PPC Land covered when it was announced in June 2025, remains the framework through which an estimated 80 million CTV households are addressable through Amazon DSP.

What changes immediately is the strategic context in which every existing Roku relationship now sits. Partners who have built advertising programs around Roku's platform do not need to change their plans before closing, but they do need to begin thinking about how the relationship may evolve post-close. Supply path optimization decisions, upfront commitments, measurement partnerships, and identity integrations that run through Roku's stack are all subject to potential renegotiation once the ownership changes.

For FOX's existing advertising clients, the transaction offers a more integrated path to streaming audiences than was previously available through direct FOX buys. FOX has traditionally operated as a premium content seller with strong direct advertiser relationships. Roku has operated as a platform intermediary with broad programmatic reach. The combination, in theory, allows an advertiser to reach the same premium content audiences through multiple channels - direct buy, programmatic, data-matched CTV - within a single ownership structure.

The strategic review that produced this outcome

The investor call gave some texture to how Roku arrived at this agreement. Wood confirmed that the Roku Board of Directors oversaw a thorough strategic review process with independent financial and legal advisers. He declined to characterize the specifics of the process, noting only that the board "thoroughly reviewed the offer from FOX" and unanimously determined it maximized value for shareholders.

Wood's voting and support agreement, covering a majority of Roku's voting power through his own holdings and associated entities, effectively makes shareholder approval a near-certainty if the voting agreement holds. That agreement aligns his economic interest with transaction completion and signals a genuine conviction in the strategic rationale rather than a reluctant sale.

Wood's framing on the call acknowledged the appeal of the combination beyond financial terms. According to Wood: "Throughout our discussions with FOX, what stood out most was not just our strategic alignment, but also FOX's deep respect for what Roku has built and genuine appreciation for the team behind it. It was clear that FOX understands Roku's more than a platform. Our people, culture and innovation mindset are central to what makes the company special and will be important to our success going forward."

Murdoch, for his part, closed the investor call with an uncharacteristically personal statement. According to Murdoch: "I think for those of you who have been on our earnings calls over the last several years since the new FOX spun out of the old FOX, we've talked about our disciplined approach, our disciplined use of capital, but also the fact that we have a world-class best-in-class balance sheet that we were and have been looking at for the right acquisition to take the company forward. And as we've spoken about many times before, we are actively looking for the right opportunity. And I think we applied that disciplined approach to many opportunities that we saw before. Nothing has the upside and the massive scale and opportunity that this transaction has."

The broader streaming consolidation wave

This transaction does not happen in a vacuum. PPC Land has tracked the consolidation of the streaming landscapethrough a series of transactions that have steadily reduced the number of independent players. The Fubo and Disney Hulu + Live TV merger completed in October 2025 created the sixth-largest pay television provider in the United States. Pinterest acquired tvScientific, a CTV performance measurement platform, in December 2025. Teads completed its $900 million merger with Outbrain in February 2025, creating a large independent advertising platform on the open internet that now competes with CTV-native operators.

Each of those transactions reflects a shared logic: scale is becoming a necessary condition for platform viability in streaming advertising. A mid-size platform that lacks a large authenticated household base, a sophisticated first-party data layer, or a direct relationship with premium content is increasingly exposed. The Fox-Roku combination eliminates that exposure for both companies by combining each side's dominant position in its respective category.

The investor presentation's summary of the combined entity's position in monthly U.S. TV viewership is stark. Based on Nielsen Gauge data from March 2026, the combined FOX and Roku entity stands at 10.2%, third behind YouTube (13.2%) and Disney (10.5%), and ahead of Netflix (8.2%), Paramount (8.1%), NBCUniversal (6.1%), Warner Bros. Discovery (6.1%), and Amazon (3.8%). That ranking, if sustained, gives the combined entity a negotiating position in content licensing, distribution deals, and advertising upfronts that neither company could reach independently.

Financing advisers and transaction mechanics

Allen & Company LLC is serving as lead financial adviser to Fox Corporation. Morgan Stanley is also advising FOX, with Morgan Stanley Senior Funding, Inc. providing the committed $12 billion bridge financing facility. Goldman Sachs is serving as an additional financial adviser to FOX. Weil, Gotshal & Manges LLP is serving as FOX's legal counsel.

Qatalyst Partners is serving as exclusive financial adviser to Roku. Goodwin Procter LLP is serving as Roku's legal counsel.

The transaction's sources-and-uses structure - $10.0 billion in new equity issued to Roku shareholders, $8.3 billion in new transaction debt, and $9.1 billion in cash available at close, totaling $27.4 billion - reflects a deliberate balance between preserving balance sheet flexibility and limiting cash drain. The permanent financing structure, which will replace the bridge facility, will likely include the option for early debt repayment in the first year or two post-close, consistent with Tomsic's deleveraging commentary.

Timeline

Summary

Who: Fox Corporation (Nasdaq: FOXA, FOX), led by Executive Chair and CEO Lachlan K. Murdoch, is acquiring Roku, Inc. (Nasdaq: ROKU), founded and led by Anthony Wood, who will continue in an ongoing role at the combined company and join the FOX Board of Directors upon closing. The investor call also featured John Nallen (President and COO, FOX) and Steve Tomsic (CFO, FOX). Advisers include Allen & Company LLC, Morgan Stanley, and Goldman Sachs for FOX; Qatalyst Partners for Roku.

What: A definitive agreement for FOX to acquire Roku at $160.00 per share in a cash-and-stock transaction (60% cash, 40% stock) - $96.00 cash plus 0.9693 FOX Class A shares per Roku share - implying a total equity value of $25 billion and enterprise value of $22 billion. FOX will issue approximately 152 million new Class A shares. The combined company will have $21 billion in pro forma LTM revenue, $9 billion in combined LTM advertising revenue, and reach the third-largest position in U.S. monthly TV viewership at 10.2% according to Nielsen Gauge (March 2026). Projected run-rate cost synergies are $400 million, described as conservative by management, with additional revenue synergies not yet quantified. The combined entity brings together FOX's NFL, MLB, NASCAR, Big Ten, FIFA World Cup, FOX News, and FOX Business content rights with Roku's 44% share of U.S. CTV viewing hours by OS, 100 million-plus global streaming households, Roku Exchange, Ads Manager, Roku Data Cloud, and Roku Curate.

When: The agreement was announced on June 15, 2026. The transaction is expected to close in the first half of calendar year 2027, pending HSR approval in the United States, limited international regulatory clearances, and shareholder votes from both companies.

Where: The combination spans U.S. broadcast, cable, and streaming markets. Roku's platform operates across the United States, Canada, Mexico, and the United Kingdom, with 45-plus TV OEM licensing partners globally. FOX is headquartered in New York; Roku is headquartered in San Jose, California.

Why: FOX gains access to the leading CTV operating system in the United States - with 44% of U.S. CTV viewing hours by OS brand - alongside Roku's 100% authenticated first-party data, $2.5 billion in LTM advertising revenue, and a programmatic infrastructure growing at 40% year over year in DSP spend. Roku's board concluded the transaction maximizes shareholder value while allowing the platform to move faster in a market where scale, content, and technology are increasingly decisive competitive factors. For the advertising market, the transaction creates a $9 billion combined advertising entity, consolidates Tubi and The Roku Channel under single ownership (while keeping them as separate services), and raises fundamental questions about the future openness of Roku's programmatic supply chain that will shape how agencies and DSPs structure CTV buying over the next several years.