Fox Corp., which has long avoided the major M&A and streaming consolidation that has gripped the media sector in recent years, is changing course with a $22 billion agreement to buy streaming video platform Roku Inc.

Fox on June 15 struck a definitive agreement to acquire Roku for $160.00 per share in cash and stock. Under the terms of the deal, Fox will pay $96.00 in cash and 0.9693 share of its class A common stock for each Roku class A and class B share, representing a 60/40 cash-to-stock split.

The transaction will pair Fox's live content portfolio — including the NFL, MLB, NASCAR, Big Ten, FIFA World Cup, Fox News and Fox Business — with Roku's platform and device reach. Both Fox and Roku are major players in the free, ad-supported video market: Fox owns Tubi Inc., which has about 100 million monthly active users, while Roku operates The Roku Channel, which offers a selection of free movies, shows, live news and kids' content. The Roku platform reaches over 100 million global streaming households, including more than half of all US broadband households.

During a June 15 call with analysts to discuss the deal, Fox Executive Chair and CEO Lachlan Murdoch said the transaction brings together two companies at "the intersection of the most powerful forces reshaping video consumption, the enduring primacy of live news and sports, and the continued rise of streaming." The result will be a combined entity that Murdoch sees as uniquely positioned with greater reach and a more complete product offering, leveraging the strength of Roku's connected TV technology and data platform.

"The combination not only strengthens Fox's existing business, but more importantly, expands our presence in the highest-growth segments of media, connected TV, advertising and subscription aggregation," Murdoch said.

Together, the combined company will reach over 230 million people monthly.

Combined advertising might

The deal came shortly after Roku began breaking out advertising and subscriptions segments in its earnings results, giving investors and potential acquirers greater transparency about the company's growing advertising business. In the first quarter, advertising revenue grew 27% year over year to $612.7 million, driven by increased ad spend through third-party programmatic partners.

Combining the roughly $2.3 billion in ad revenue Roku recorded in full year 2025 with the almost $7 billion Fox reported, advertising advisory Madison & Wall said the transaction would result in an entity that, on a pro forma basis, would count over $9 billion in ad revenue, equating to 14% of all US advertising revenue overall. The pairing of Fox's free ad-supported platform, Tubi, with Roku would account for 16% of streaming ad revenue, according to Madison & Wall projections.

 S&P Global Market Intelligence Kagan analyst Seth Shafer said that the deal is primarily an advertising play. "If you look at them as an advertising company, I don't think it's necessarily that surprising that Fox would see that as an attractive way of growing and expanding their ad business," Shafer said in an interview.

Although S&P Global Market Intelligence Kagan US Consumer Insights surveys show a drop in overall viewing of free online video services over the past two years, Tubi was the only major free online video service to consistently expand viewership, more than doubling to 34% in 2026 from 15% in 2021. Meanwhile, 25% of respondents said they watch The Roku Channel.

Supporting platform partners

One potential risk is whether Fox's ownership of Roku will negatively impact the platform's appeal among other content owners. Madison & Wall noted that at least some of Roku's attraction has come from its "neutral infrastructure."

Fox's Murdoch said Roku will "continue to operate as an open, partner-friendly platform and to the continued ubiquitous distribution of Fox and Tubi content."

Asked about how Roku will ensure that partners such as Netflix Inc., Amazon.com Inc. and Walt Disney Co. remain on the platform, Roku founder, Chairman and CEO Anthony Wood said, "Roku has a very large platform business. ... A lot of that business is driven by promotion of our partners. And our goal is to grow that business. It's not for that business to retreat."

Wood noted this is not entirely unfamiliar territory for Roku. "We have historically had owned and operated services as well as partner services that we've promoted on our platform. And the home screen, the platform is a unique asset. It allows us to do that," Wood said. "We know how to promote our own services as well as promoting our partner services, and so we intend to continue doing that."

Murdoch said the combination of Fox and Roku will make the latter only more attractive to advertisers as brands seek large audiences, improved digital targeting and more consistent measurement across platforms. "These converging dynamics across viewing, aggregation and advertising have fueled the rapid growth of connected TV, and we are still in the early stages of this transition," Murdoch said.

Murdoch also noted that the company is familiar with the distribution business. "We had Sky in the UK and Europe, we had Star TV. Those are all platforms that we have our own content, which we can grow and monetize very effectively, while hosting and distributing broadcasting all of our partners' content," Murdoch said. "And that's critical both for the business and for the future of the business and also, most importantly, for our consumers.”

Road to deal closing

The transaction has been unanimously approved by the boards of both companies and is expected to close in the first half of calendar year 2027, subject to customary closing conditions, including regulatory approvals and shareholder votes from Fox and Roku.

Upon closing, Wood will join Fox's board and continue to guide Roku, Murdoch said. Existing Fox shareholders are expected to own approximately 73% of the combined company, with Roku shareholders holding the remaining 27%. Fox will issue approximately 152 million class A shares to Roku shareholders as part of the transaction.

Fox said it has secured $12.0 billion of fully committed bridge financing from Morgan Stanley Senior Funding Inc. Fox expects the deal to be accretive to free cash flow per share by the second full year after closing.

Allen & Co. LLC is the the lead financial adviser to Fox, and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are the financial advisers. Qatalyst Partners LP is the exclusive financial adviser to Roku.

This article was published by S&P Global Market Intelligence and not by S&P Global Ratings, which is a separately managed division of S&P Global.