Fox Corp 8-K

What Happened
Fox Corporation (FOX) announced on June 14, 2026 that it has entered into a definitive merger agreement to acquire Roku, Inc. The deal is structured as a two-step merger under which each outstanding Roku share will receive $96.00 in cash plus 0.9693 shares of FOX Class A common stock (with cash in lieu of fractional shares). The agreement was disclosed in an 8-K filed June 15, 2026.

Key Details

• Deal terms: $96.00 cash per Roku share + 0.9693 FOX Class A shares (exchange ratio), dated June 14, 2026. Exchange ratio can be adjusted so FOX stock equals 40% of total consideration if needed for dissenting shares.
• Treatment of awards: Vested Roku RSUs/options convert into the merger consideration; unvested awards convert into a mix of cash (equal to the $96 per share amount, payable in cash or FOX stock at FOX’s election) and FOX RSUs/options on the same vesting schedule.
• Governance & voting: FOX will add one Roku‑designated director (reasonably acceptable to FOX) at closing. Founder/CEO Anthony Wood and related parties (controlling ~55% of Roku’s voting power) signed a voting agreement to support the merger. Reciprocal voting support was secured from LGC Holdco (related to Lachlan Murdoch) for FOX stockholder approval (~38.7% of FOX voting power).
• Approvals, fees & financing: Closing is subject to customary conditions including a Form S-4/combined proxy, Roku and FOX stockholder approvals, antitrust/HSR and other regulatory clearances, and Nasdaq listing approval for issued FOX shares. Termination fees include $866,084,000 (mutual) and a $1,237,262,000 regulatory break fee payable by FOX in certain circumstances; FOX committed to reimburse up to $70 million of Roku’s transaction costs if FOX stockholder approval fails. Morgan Stanley Senior Funding, Inc. has committed to a $12 billion, 364‑day senior unsecured bridge loan facility (subject to conditions).

Why It Matters
This is a major strategic transaction combining a large media company (FOX) and a leading streaming-platform/device company (Roku). The mix of cash and FOX stock means Roku shareholders receive immediate cash value plus upside in FOX equity. Key near-term items for investors are regulatory approvals (antitrust and investment‑screening reviews), the required stockholder votes at both companies, and financing/bridge debt execution. The significant termination and regulatory fees underscore both parties’ commitment and the regulatory risk inherent in the deal. Investors should watch upcoming filings (Form S-4 and joint proxy) for more detail and the timeline for closing.