Fox and Roku Shareholders Approve the $22 Billion Deal — Now the DOJ Decides

The shareholders have spoken, overwhelmingly. On Wednesday, October 14, investors in both Fox Corporation and Roku approved Fox’s roughly $22 billion acquisition of Roku at separate special meetings, according to TheWrap and Variety reporting carried by multiple outlets and the companies’ SEC filings. That clears one of the deal’s biggest hurdles. It does not clear the biggest one: the U.S. Department of Justice is still reviewing the merger, and Washington now holds the pen.

The Fox vote was not close. Holders of Fox Class B stock voted 197,363,560 in favor, 71,891 against, with 45,001 abstentions — 99.9 percent of votes cast, per the SEC filing reported by TheWrap and Cord Cutters News. Roku’s shareholders approved the deal as well; one filing report put Roku’s vote at 81.5 percent in favor. When a merger clears one side at 99.9 percent, nobody gets to call it controversial in the boardroom. Whatever debate exists about this deal lives in the antitrust review, not among the owners.

What Fox is buying, and what Roku holders get

The terms value Roku at $160 per share. The consideration works out to about $14.2 billion in cash plus Fox Class A stock — 0.9693 Fox shares for each Roku share, per Cord Cutters News’ reading of the merger agreement. When the deal closes, existing Fox shareholders are expected to own roughly 73 percent of the combined company, with Roku holders at about 27 percent. Roku founder and CEO Anthony Wood is expected to join the combined company’s board, keeping the platform’s founder inside the tent rather than cashing out and waving from the dock.

Fox CEO Lachlan Murdoch has called the transaction transformative, and for once the executive adjective has some math behind it. The logic, as Murdoch framed it, pairs Fox’s live sports and news — the two categories that still reliably pull mass audiences in real time — with Roku’s streaming distribution and technology platform. Fox brings the content people show up for live. Roku brings the home screen they show up on.

The free-streaming giant this creates

The combined free, ad-supported footprint is the strategic heart of the deal. Fox’s Tubi reaches about 110 million monthly users, and Roku counts more than 100 million streaming households. Put Fox’s content, Tubi and The Roku Channel under one roof and, by TheWrap’s reading of Nielsen’s Gauge figures, you get the third-largest media distributor in the United States: Fox accounted for 7.8 percent of July TV viewing and The Roku Channel for 2.9 percent. In an industry where scale is the whole argument — for advertisers, for carriage, for survival — third place in American television viewing is a serious seat at the table.

It also explains the price. Fox is not buying a gadget company; Roku’s players and TVs are the storefront, not the store. What Fox is buying is position: the interface between American households and everything they stream, plus one of the largest free streaming audiences in the business to pair with its own. Traditional media companies have spent a decade renting reach from platforms. This deal is Fox deciding to own the platform instead.

The hurdle that remains

The personnel detail matters more than it might look. Anthony Wood built Roku from a small streaming-box maker into the operating system inside a huge share of American living rooms, and his expected seat on the combined board signals that Fox intends to run Roku as a platform business, not strip it for parts. Combined companies often lose exactly the people who understood the acquired product best. Keeping the founder in the room is Fox’s hedge against that classic merger mistake, and it gives Roku’s engineers and partners a familiar face at the top table while the regulatory review grinds on.

Now the caution, because there is a real one. In September, the Justice Department issued a second request under the Hart-Scott-Rodino Act — the formal step that extends an antitrust review and asks both companies for substantially more information. A second request is not a lawsuit and not a rejection; plenty of deals survive one. But it is the government saying, in writing, that it has questions it intends to take its time with. The companies are targeting a close in the first half of 2027, a timeline that already bakes in a long review.

Wall Street, for its part, is voting with Fox. On Friday, Bank of America upgraded Fox to Buy and raised its price target to $85 from $54 — a notably warm reaction that suggests investors see the Roku combination as strategy, not empire-building. The shareholders have done their part, twice, in two separate meetings. The next decision belongs to regulators, and on the current timeline, nobody should expect it quickly. If it clears, American television’s map gets redrawn: a live-sports and news powerhouse fused to the country’s biggest streaming doorway, with 210 million free-streaming users between its two services. That is the deal Fox’s owners just approved. Now we find out if Washington approves it too.