Fox buys Roku for $22 billion: third largest TV player in the US, 73/27 share distribution and expected closure in 2027

Fox Corporation announced on June 15, 2026 a definitive agreement to acquire Roku in a cash and stock transaction valued at $160 per share and approximately $22 billion in enterprise value. It is one of the largest acquisitions in the media sector in the last decade: it unites Fox's live sports, news and entertainment portfolio — NFL, MLB, Fox News, Tubi — with the connected TV (CTV) platform which, according to Roku, leads the US, Canada and Mexico by hours viewed, and with a direct relationship with more than 100 million global households. The deal has not yet closed: it depends on the approval of shareholders of both listed companies, regulatory authorities in the US and other markets, and the S-4 registration with the SEC.

In terms of screen share, the companies maintain that the combined entity will be the third largest player in US television by share of viewing, with a presence in broadcast, cable, local and streaming. Analysts who cross-check Nielsen data from March 2026 estimate a pro forma share of around 11% (Fox 7.2% + Roku 3.8%), behind YouTube (13.5%) and in direct competition with Disney (10.5%). The exact figure may vary due to accounting overlaps between Tubi, The Roku Channel and the Roku platform.

Is it already effective? No — calendar and conditions

What was announced on June 15 is a definitive agreement, not a consummated closure. Fox and Roku expect to complete the transaction in the first half of 2027 (1H CY2027), subject to:

• Favorable vote of the shareholders of FOX and ROKU (joint proxy statement pending filing on Form S-4);
• Regulatory approvals in the US and “certain foreign jurisdictions”;
• Listing on Nasdaq of the new FOXA shares issued as consideration;
• Usual M&A conditions (no blocking litigation, available financing, etc.).

Until then, Fox and Roku remain independent companies that trade separately (FOXA/FOX and ROKU on Nasdaq). Roku continues to operate its open platform; Fox is maintaining its share buyback and dividend program without interruption, according to Lachlan Murdoch.

Financial structure of the agreement

Each Roku share (Class A and Class B) will become at closing:

• $96.00 cash (60% of total value);
• 0.9693 shares of Fox Class A (FOXA), equivalent to ~$64 based on the reference price of $66.03 — 10-day volume-weighted average as of June 10, 2026.

Share distribution: who gets what

Upon completion of the merger, the ownership of the combined company would be as follows:

• ~73% — current shareholders of Fox Corporation;
• ~27% — former Roku shareholders (receive cash + FOXA).

Fox is listed with dual class: FOXA (Class A, 1 vote/share, more liquid) and FOX (Class B, Murdoch control). Roku also has dual class: Class A (1 vote) and Class B (10 votes/share). In the agreement, all Roku shares receive the same consideration regardless of class.

Fox key shareholders (pre-deal)

The control block is concentrated in the Murdoch family via LGC Holdco LLC, managed by Cruden 2 LLC (managing director appointed by Lachlan Murdoch). According to Schedule 13D/A filed in June 2026:

• LGC Holdco / Cruden 2: ~85.4 million FOX Class B shares, equivalent to 38.7% of the outstanding Class B (220.4M B shares as of June 11, 2026);
• Lachlan K. Murdoch: is considered a beneficiary of that block plus a small direct position (~85.4 M B shares in total);
• Shareholder agreement (Sep 2025): Murdoch interests are limited to 44% of the total voting power of Class B;
• LGC Holdco signed a voting and support agreement to support the issuance of FOXA shares in the Roku operation.

Roku key shareholders (pre-deal)

Anthony Wood, founder, chairman and CEO, controls approximately 55% of Roku's voting power through multiple trusts (Wood 2017 Revocable Trust, etc.) and convertible Class B shares. Wood and associated entities that account for a majority of the vote signed a voting and support agreement in favor of the deal. Wood accepted a continued role in the combined company and a seat on Fox's board following the closing — which analysts say makes a rival counteroffer unlikely.

«In 2019 we reoriented the company towards live news and sports. In 2020 we acquired Tubi. Today we take the next step: uniting the most valuable portfolio of live content with the preeminent streaming platform through which America watches it.»

Audience share: the jump to the Nielsen podium

According to Nielsen's Media Distributor Gauge (March 2026), the outlook prior to the deal was:

• YouTube: 13.5% (1st) — regained the lead;
• Disney: 10.5% (2nd) — boosted by Oscars and record streaming (5.3%);
• Fox: 7.2% — heavy news cycle (State of the Union on Fox News); Tubi contributed 2.2%;
• Roku (platform): 3.8%; The Roku Channel alone: 3.0% (+27% YoY, highest annual growth in the index).

Adding Fox + Roku, analysts like Wayne Friedman (MediaPost) project ~11% pro forma. Fox officially presents it as the third largest distributor by share of viewing; The Nielsen methodology can adjust overlaps between apps within the Roku ecosystem and Fox services, so the exact position vis-à-vis Disney can be clarified at closing.

What assets remain under the same roof

Fox Corporation provides:

• Fox News Media (Fox News, Fox Business);
• Fox Sports (NFL, MLB, NASCAR, Big Ten, FIFA World Cup, etc.);
• Fox Entertainment and the FOX broadcast network;
• Fox Television Stations (local TV);
• Tubi (AVOD, acquired in 2020 — Fox then sold 6M Roku shares at $58 to finance Tubi; irony pointed out by LightShed).

Roku provides:

• #1 CTV platform in US/Canada/Mexico by the hour (Hypothesis Group, Dec 2025);
• The Roku Channel, Howdy and Frndly TV;
• Players, Roku TV (brands licensed in 15+ countries);
• First-party data and direct relationship with the home.

Fox promises to keep Roku as an open and partner-friendly platform and continue to distribute Fox content ubiquitously — a key message to appease Samsung, LG, Amazon Fire TV and other platform competitors.

Impacts: investors, viewers, partners and regulators

For investors

Roku shareholders receive immediate premium ($160 vs. pre-rumor levels) plus exposure to 27% of future upside via FOXA. Fox shareholders assume debt (~$8.3B) and dilution (~152M new shares), but gain access to CTV growth. Guggenheim (via MediaPost) projects combined revenues of $23.1 billion (2026) and $23.5 billion (2027), with EBITDA rising from $3.6 billion to $4.3 billion. Fox reiterates buybacks and dividends during the process.

For viewers

In the short term, zero visible changes: Roku OS, The Roku Channel and Tubi continue to operate separately until closure. In the long term, the integration could improve live sports/news discovery on the Roku home screen and cross-customization of Tubi ↔ Roku Channel — but it also raises questions about editorial prioritization of Fox content over third parties.

For advertisers

The biggest impact is here: unified CTV inventory, first-party data from 100M+ homes and packages that cross live sports + AVOD. Madison & Wall estimates ~16% of US streaming ad spending for the combined entity. Competitors (YouTube, Disney, Amazon, Netflix with ad tier) will put pressure on upfronts 2027.

For regulators

The deal verticalizes distribution (Roku) + content (Fox) in an already concentrated market. Antitrust at FTC/DOJ and possible conditions (firewalls, platform neutrality, carriage of rival apps) will be the main risk of delay or modifications. No formal opposition has been announced, but the H1 2027 schedule suggests the companies anticipate an extensive review.

Concrete next steps

1. Form S-4 + joint proxy — key document for shareholder votes (pending complete filing);
2. Extraordinary meetings FOX and ROKU — dates to be announced;
3. Antitrust Review US and foreign;
4. Definitive financing — replace $12 billion bridge with bonds/refinancing;
5. Closure and integration — H1 2027; Wood enters the council; $400 M synergies underway.

Historical irony: Fox sold 6 million Roku shares at $58 in 2020 to pay for Tubi; six years later it buys back the entire platform at $160/share. For Murdoch, it is the final chapter of an almost decade-long strategy: leaving generalist assets in the 2019 spin-off, betting on live + Tubi, and now closing the circle with the remote control of American streaming.