Fox's $22 Billion Roku Acquisition Approved by Shareholders of Both Companies

Shareholder Approval

Shareholders of both Fox Corp. and Roku voted on Wednesday to approve Fox's $22 billion acquisition of the streaming-video platform company, according to an SEC filing. At separate special meetings, the majority of shares owned by investors in both companies were in favor of the deal.

The proposed acquisition was overwhelmingly approved by Fox shareholders. Fox said 99.9% of the votes cast by holders of outstanding Class B common stock entitled to vote were in favor of the agreement. Of the shares voted, 197.4 million were for the deal, 71,891 were against, and 45,001 abstained. Official vote tallies from Roku's meeting are expected to be filed with the SEC soon.

Regulatory Review Ahead

Fox announced the agreement to buy Roku in June at $160 per share, in a combination of about $14.2 billion in cash and the remainder in Fox Class A common stock. The company currently expects the acquisition to be completed in the first half of calendar year 2027, subject to clearance by the Justice Department and other regulators.

Last month, Fox disclosed that the DOJ had requested additional documents related to the proposed acquisition, which Fox said was expected. The second request extended the waiting period under the Hart-Scott-Rodino antitrust act for 30 days after Fox and Roku have substantially replied to the information request, during which time the parties are barred from closing the deal.

Strategic Impact

The deal would dramatically enhance Fox's streaming footprint and give it the opportunity to increase scale in the free, ad-supported streaming space through Fox's Tubi and the Roku Channel. By buying Roku, the TV-centric company would become a much bigger player in digital video advertising as well as a major player in premium subscription VOD distribution.

Fox Corp. CEO Lachlan Murdoch said in June that the Roku acquisition "will transform the scope of our company into high-growth verticals and yield a step change in our overall growth profile." Fox said it is committed to continuing to operate Roku as an open, partner-friendly platform, and Roku founder and CEO Anthony Wood will have an ongoing role at the combined company.

Sources: Variety · Techmeme