Fox Corp Announces Roku Merger; DOJ Issues HSR Second Request

What Happened Fox Corporation (FOX) reported that on June 14, 2026 it entered a definitive Merger Agreement to acquire Roku via a two-step merger structure (Merger Sub 1 into Roku, then Roku into Merger Sub 2). On September 8, 2026, FOX and Roku each received a Second Request from the U.S. Department of Justice under the Hart-Scott-Rodino (HSR) Act, which extends the HSR waiting period while both parties respond. FOX previously filed a Form S-4 (declared effective Sept 1, 2026) and the definitive joint proxy statement/prospectus was mailed to stockholders on or about Sept 1, 2026.

Key Details

• Merger Agreement signed: June 14, 2026 (two-step transaction making Roku a wholly owned FOX subsidiary upon closing).
• DOJ action: Second Request issued Sept 8, 2026; waiting period extended until 30 days after both parties substantially comply unless the DOJ ends it earlier.
• SEC filings: Form S-4 declared effective Sept 1, 2026; definitive joint proxy/prospectus mailed to FOX and Roku stockholders on or about Sept 1, 2026.
• Expected timing: FOX continues to target closing in the first half of calendar 2027, subject to HSR clearance and other customary closing conditions, including stockholder approvals.

Why It Matters The DOJ Second Request signals a deeper antitrust review that will delay final regulatory clearance and can affect the merger timeline. Retail investors should note the transaction remains subject to regulatory approval, stockholder votes, and other closing conditions; FOX’s stated target is H1 2027 but that timing depends on resolution of the HSR review and other conditions. The 8-K also points to the S-4/proxy for full details and cautions that forward-looking statements are subject to risks and uncertainties.