According to sources familiar with the matter, the antitrust division of the U.S. Department of Justice is planning to request additional data and documents from Fox and Roku Inc, broadening its review of the proposed merger between the two companies. The transaction, valued at approximately $22 billion in enterprise value, involves integrating Fox's content and streaming services with Roku's smart TV operating system, advertising platform, and streaming business.
Reports indicate that DOJ staff intend to issue a "second request" to obtain more information from Fox and Roku. Both Fox and the DOJ have declined to comment on the reports, and no public documents currently confirm that a second request has been formally served, meaning the progress of the investigation remains based on disclosures from unnamed sources cited by media outlets.
Under the U.S. Hart-Scott-Rodino Antitrust Improvements Act, mergers and acquisitions that meet filing thresholds must be notified to the DOJ's antitrust division and the Federal Trade Commission before closing. After completing an initial review, regulators can issue a second request to the parties, demanding additional data, documents, and internal materials related to potential competitive concerns. A second request does not equate to a regulatory decision to sue and block the deal, but it does extend the review process. The parties are generally required to provide substantial responses and undergo another statutory waiting period before they can proceed with closing.
Once the DOJ completes its analysis, it may close the investigation, adjust its information demands, require full compliance with the request, or pursue further enforcement action. In July of this year, the DOJ reinstated its use of the second request review mechanism targeted at specific issues. This approach allows regulators and companies to prioritize materials that best address competitive questions, helping determine whether a more comprehensive investigation is warranted.
The review focuses on the integration of content distribution and streaming platforms. Fox announced its acquisition of Roku in June. Fox owns sports, news, and entertainment content, as well as the ad-supported streaming service Tubi; Roku operates a smart TV operating system, The Roku Channel, and advertising technology, with direct connections to more than 100 million streaming households worldwide.
Some competitors have expressed concerns that, after the transaction closes, Fox could leverage Roku's TV operating system and platform entry points to prioritize its own content. The Roku Channel and Tubi currently compete for viewers, advertising budgets, and programming resources. These concerns have not yet been publicly confirmed by the DOJ as findings of the investigation.
Fox has previously stated that the merger will expand content reach and improve advertising monetization capabilities; the company expects Tubi and The Roku Channel to form one of the larger streaming business combinations in the United States. These synergies represent the parties' assessment of the deal's benefits.
Under the transaction agreement, Fox's offer for Roku is $160 per share, comprising $96 in cash and 0.9693 shares of Fox Class A common stock. The stock component was calculated based on Fox's 10-day volume-weighted average price as of June 10, which equated to approximately $64 per Roku share at that time. The $22 billion figure represents the transaction's disclosed enterprise value. Fox's filing with the U.S. Securities and Exchange Commission also lists an equity value of approximately $25 billion, with the two figures differing due to whether cash, debt, and other adjustments are included.
Following the transaction's completion, existing Fox shareholders are expected to hold approximately 73% of the combined company, with Roku shareholders holding about 27%. Fox projects the deal will close in the first half of 2027 and plans to fund a portion of the cash consideration through debt financing. Fox and Roku filed their U.S. merger notification on July 6. Fox voluntarily withdrew the filing on August 5 to provide the DOJ with additional review time, then refiled on August 7. The parties have also made related filings with regulators in the United Kingdom and Germany.
Fox expects the transaction to add to free cash flow per share in the second full year after closing and to generate approximately $400 million in annual cost synergies. These projections depend on regulatory approval, the pace of business integration, and cost control performance.
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