Fox Corp and Roku Receive DOJ Second Request for Proposed Merger

Fox Corp (FOXA / FOX) Form 8-K Analysis: Regulatory Update on Roku Merger

Overview of the Event

On September 8, 2026, Fox Corporation ("FOX") and Roku, Inc. ("Roku") received a formal request for additional information and documentary material (commonly referred to as a "Second Request") from the Antitrust Division of the U.S. Department of Justice (DOJ) regarding the proposed merger between the two companies initially announced on June 14, 2026.

Regulatory Impact & Timeline

• HSR Act Waiting Period Extension: The issuance of the Second Request extends the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) until 30 days following substantial compliance by both FOX and Roku, unless terminated earlier by the DOJ or extended by mutual agreement.
• Expected Completion Timing: FOX continues to anticipate closing the transaction in the first half of calendar year 2027, subject to the expiration or termination of the HSR Act waiting period, stockholder approvals from both companies, and other customary closing conditions.
• Cooperation: Both companies indicated they will continue to work cooperatively with the DOJ during the review process.

Previous Transaction Milestones

• Registration Statement Effective: The SEC declared FOX's Form S-4 registration statement effective on September 1, 2026.
• Proxy Mailing: FOX and Roku commenced mailing the definitive joint proxy statement/prospectus to their respective stockholders on or about September 1, 2026.

Market & Trading Implications

• Arbitrage Spread Impact: Second Requests are standard for large-scale media/tech consolidations but typically widen the merger arbitrage spread due to the extended regulatory review timeline and associated scrutiny.
• Key Monitoring Factors: Compliance timing with the Second Request, potential remedy discussions (if any), and upcoming shareholder votes will serve as key catalysts for both FOXA and ROKU shares.