Roku, Inc. has entered into a definitive merger agreement to be acquired by Fox Corporation. Under the terms of the agreement, which was unanimously approved by Roku's Board of Directors, Roku will become a wholly-owned subsidiary of Fox. The transaction is structured as a cash and stock deal, and upon completion, Roku's stock will be delisted from the Nasdaq.
Key Details
- Merger Consideration: Each share of Roku common stock will be converted into the right to receive $96.00 in cash and 0.9693 shares of Fox Class A Common Stock.
- Ownership & Governance: Upon closing, former Roku stockholders are expected to own approximately 27% of the combined company. Roku will have the right to designate one member to the Fox Corporation Board of Directors.
- Support & Termination: The agreement is supported by voting agreements from stockholders representing approximately 55% of Roku's voting power. The deal includes a termination fee of $866 million payable by either party under certain conditions and a regulatory termination fee of approximately $1.24 billion payable by Fox.
- Closing Conditions: The transaction is subject to customary closing conditions, including approval by both Roku and Fox stockholders and the receipt of required regulatory approvals.