Fox (FOXA) investor relations material

Deal rationale and strategic fit

• Combines a leader in live news and sports with a top connected TV platform, expanding reach in high-growth streaming and CTV verticals and unlocking new ways to serve audiences and partners.

• Creates a scaled media and technology platform with over 100M monthly active users and 1B+ monthly streaming hours, enhancing engagement and monetization.

• Advances business mix toward digital advertising, subscription aggregation, and AVOD, leveraging complementary strengths in content, technology, and distribution.

• Both companies share a culture of innovation and entrepreneurial mindset, supporting efficient integration.

• The transaction is seen as a transformational step, accelerating long-term strategy and growth.

Financial terms and conditions

• Acquisition valued at $160 per Roku share, with 60% cash and 40% stock, totaling $25B equity value and $22B enterprise value.

• Roku shareholders receive $96 in cash and 0.9693 Fox shares per Roku share; stock portion based on a 10-day VWAP of $66.03 per Fox share.

• Post-close, Fox shareholders will own ~73% and Roku shareholders ~27% of the combined company.

• Cash funded by new debt and pro forma cash, supported by $12B committed bridge financing; expected net leverage at close is ~2.8x EBITDA.

• Transaction unanimously approved by both boards and expected to close in the first half of 2027.

Synergies and expected cost savings

• Approximately $400 million in run-rate cost synergies identified, with additional revenue upside anticipated.

• Revenue synergies expected from enhanced advertising, cross-promotion, and leveraging first-party data.

• Free cash flow per share expected to be accretive within two years of closing.