FOX CORPORATION TO ACQUIRE ROKU, INC. - PR Newswire
🤝 Fox Corporation announces acquisition of Roku for $160 per share, valuing the deal at approximately $22 billion in enterprise value.
💰 Transaction structure includes $96.00 cash and 0.9693 shares of Fox Class A stock per Roku share based on a reference price of $66.03.
📺 Combined company projects to become the third-largest U.S. television player by viewing share, integrating linear and streaming assets.
👥 Anthony Wood, Roku's CEO, will remain with the combined entity and join the Fox Board of Directors following closing.
💵 Fox secured $12.0 billion in bridge financing from Morgan Stanley Senior Funding, Inc. to fund the cash portion of the acquisition.
📅 Deal expected to close in the first half of calendar year 2027 pending shareholder and regulatory approvals.
🚀 Projected run-rate cost synergies of approximately $400 million with additional revenue upside potential.
📈 Free cash flow per share expected to become accretive by the second full year after closing.
🏦 Post-transaction pro forma net leverage anticipated at approximately 2.8x, inclusive of synergy credit.
📊 Fox shareholders expected to own ~73% of the combined company while Roku shareholders hold ~27%.
- The acquisition creates a massive scaled media and technology platform combining Fox's top-tier live sports and news content with Roku's ubiquitous distribution network.
- Fox maintains its investment-grade rating and continues its shareholder capital return program including buybacks and dividends uninterrupted by the deal.
- The combination positions the new entity as a leader in high-growth connected TV verticals, expanding reach to over 100 million global streaming households.
- Synergies are projected to include approximately $400 million in run-rate cost savings, enhancing long-term financial efficiency.
- Roku's open, partner-friendly platform will be preserved, ensuring continued ubiquitous distribution of Fox content across broadcast, cable, and streaming.
- The deal offers a significant premium to Roku shareholders while providing them an opportunity to participate in the future upside of the combined company.
- Fox's disciplined capital allocation approach is maintained, strengthening the long-term growth profile with a balanced mix of advertising and distribution businesses.
- The transaction requires customary closing conditions including approvals from Fox and Roku shareholders as well as U.S. and certain non-U.S. regulatory bodies.
- There is inherent risk that the proposed transaction may not be completed on the expected terms, timeframe, or at all due to unforeseen circumstances.
- Unexpected costs, charges, or expenses could arise during the integration process, potentially impacting short-term financial performance.
- The combined company faces uncertainty regarding the expected financial performance following completion of the merger and integration of businesses.
- Failure to realize anticipated benefits, including delays in completing the transaction or integrating operations, could hinder achieving projected synergies.
- The combined company may face challenges in retaining and hiring key personnel essential for executing the new business strategy.
- Stockholder litigation related to the proposed transaction or other legal issues could affect timing, result in significant defense costs, or impact liability.
