Fox Corporation (FOX) announced it has entered into a definitive merger agreement to acquire Roku, Inc. The acquisition will be structured as a cash and stock transaction, resulting in Roku becoming a wholly-owned subsidiary of FOX. The deal is subject to customary closing conditions, including approvals from both FOX and Roku shareholders and regulatory clearances.
Key Details
- Merger Consideration: Roku shareholders will receive $96.00 in cash and 0.9693 of a share of FOX Class A Common Stock for each share of Roku common stock.
- Financing: FOX has secured a commitment letter for a $12 billion, 364-day senior unsecured bridge term loan facility from Morgan Stanley Senior Funding, Inc. to support the transaction.
- Voting Agreements: Key shareholders from both companies have entered into voting and support agreements, including Roku's CEO Anthony Wood (representing ~55% of Roku's voting power) and trusts associated with Lachlan Murdoch (representing ~38.7% of FOX's voting power).
- Termination Fees: The agreement includes a mutual termination fee of approximately $866 million. FOX would be required to pay Roku a regulatory termination fee of approximately $1.24 billion if the deal is terminated due to a failure to obtain certain regulatory approvals.
- Governance: Upon closing, FOX has agreed to appoint one individual designated by Roku to its Board of Directors.