Fox and Roku shareholders approve $22 billion streaming merger

Shareholders of Fox Corporation and Roku, Inc. voted on Wednesday to approve Fox's roughly $22 billion acquisition of the streaming platform, clearing the last major hurdle to a deal that would reshape the competition for advertising dollars in ad-supported streaming television.

Both companies held special meetings on October 14. Fox's Class B shareholders approved the issuance of new Class A stock needed to fund the deal, while Roku's shareholders separately voted to adopt the merger agreement itself. Final vote counts, disclosed in separate filings with the Securities and Exchange Commission, showed support well above the thresholds required to proceed. The deal was first announced in June and is expected to close in the first half of 2027, pending regulatory clearance.

The numbers

According to Fox's filing disclosing the special meeting results, 197,363,560 Class B shares were voted in favor of the stock-issuance proposal, against 71,891 opposed and 45,001 abstentions — about 99.9% of the votes cast. A separate Roku filing reporting its own vote showed 241,044,988 shares backing the merger agreement, against roughly 503,000 opposed and 512,000 abstaining, equal to about 81.5% of Roku's total outstanding voting power — a notably higher bar, since Roku's charter requires approval measured against all shares entitled to vote rather than only those cast.

Under the terms Fox and Roku agreed to in June, each Roku share will be exchanged for $96 in cash plus 0.9693 shares of Fox Class A common stock, valuing Roku at $160 a share and the transaction at an enterprise value of about $22 billion. Once the deal closes, existing Fox shareholders are expected to hold roughly 73% of the combined company, with Roku shareholders holding the remaining 27%.

How the deal came together

Fox announced the agreement on June 15, describing it as a combination of its live sports, news and entertainment programming — including Tubi, its free ad-supported streaming service, along with NFL and MLB rights and Fox News Media — with Roku's position as the leading connected-TV operating system in the United States. Roku says its platform reaches more than 100 million streaming households, including more than half of U.S. broadband homes, while Fox has said Tubi has around 110 million monthly active users.

In a statement announcing the agreement, Fox Executive Chair and CEO Lachlan Murdoch called it "a defining moment for FOX," saying the deal brought together "the most valuable live content portfolio in video consumption with the preeminent streaming platform." Roku founder, chair and chief executive Anthony Wood said the combination was "an extraordinary opportunity to accelerate our vision, scale faster and innovate more aggressively for viewers, partners and advertisers," and that Roku's board had concluded the offer represented "a significant premium to Roku shareholders." Wood is set to join Fox's board and continue running Roku's platform after the deal closes, which the companies have said will keep operating as an open system available to outside content and advertising partners rather than being folded exclusively into Fox's own apps.

The deal arrives as traditional broadcasters compete for scale against streaming-first rivals. According to Nielsen's Gauge measure of U.S. television viewing cited in trade reporting, Fox's channels accounted for about 7.8% of total viewing in July and the Roku Channel about 2.9%; combined with Fox's other streaming share, the merged company would become the third-largest distributor of U.S. television viewing, trailing only YouTube and the newly combined Skydance (formed by Paramount's acquisition of Warner Bros. Discovery, which closed earlier this month).

Shareholder pushback and a pending federal review

The approval was not without friction. Roku disclosed in SEC filings that it had received demand letters from stockholders alleging that the joint proxy statement describing the deal omitted material information, and separate demands under Delaware law seeking to inspect company books and records; Roku said its disclosures complied with the law and that the demands "lack merit," while adding supplemental disclosures "to avoid the risk" of delay or litigation expense. A Fox shareholder separately filed a Delaware class action in late August alleging similar disclosure deficiencies and seeking to block the special meetings until additional information was provided; that suit did not prevent Wednesday's votes from going forward.

"Together, we intend to lead its next chapter," Murdoch said of Roku when the acquisition was first announced, describing the combination as executed "from a position of financial strength" that would preserve Fox's investment-grade balance sheet.

The deal still needs to clear antitrust review. The Department of Justice issued a "second request" for additional information on the transaction in September, a routine-but-significant step under the premerger notification process established by the Hart-Scott-Rodino Act, which extends the waiting period until 30 days after both companies have substantially complied, unless regulators close their review early or the companies agree to a further extension. Advertising buyers and rival platform operators are among the parties likely to be watching that review closely, given the reach the combined company would have across both pay-TV-adjacent live programming and the connected-TV hardware and software that increasingly determines which ads and apps consumers see.

What happens next

With shareholder approval secured, the merger's timeline now runs through the regulatory track rather than a corporate one. Fox and Roku have said they still expect to close in the first half of 2027, a schedule that depends on how quickly the companies satisfy the Justice Department's information requests and whether the agency raises further competitive concerns about combining one of the country's largest free ad-supported platforms with a major broadcaster's sports, news and entertainment rights. Barring a successful challenge, Roku would operate as a Fox subsidiary once the transaction closes, with Wood remaining in an operating role and joining Fox's board, while the two companies integrate advertising technology and distribution deals that currently run independently of one another.