Combines a leader in live news and sports with a top connected TV platform, expanding reach and engagement across over 100 million households and unlocking new ways to serve audiences and partners.
Positions the combined entity as the third-largest U.S. TV player by share of viewing, spanning broadcast, cable, local, and streaming, and advances business mix toward high-growth streaming and CTV.
Accelerates advertising capabilities and cross-promotion opportunities, leveraging premium content, advanced targeting, and first-party data.
Both companies share a culture of innovation and entrepreneurial mindset, expected to drive efficient integration and future growth.
The deal is seen as a transformational step, accelerating long-term strategy and enhancing the ability to compete in a rapidly evolving streaming and advertising landscape.
Acquisition valued at $160 per share, with 60% in cash and 40% in Fox Class A common stock, totaling $25 billion equity value and $22 billion enterprise value.
Each Roku share receives $96 in cash and 0.9693 Fox Class A shares, with 152 million new shares to be issued.
Fox shareholders will own about 73% and Roku shareholders about 27% of the combined company post-closing.
Cash funded by $8 billion in new debt, $9 billion in pro forma combined cash at close, and $12 billion in committed bridge financing.
Pro forma net leverage expected to be 2.8x trailing 12-month EBITDA at closing, with rapid de-leveraging anticipated.
Approximately $400 million in run-rate cost synergies identified, with additional revenue upside expected.
Revenue synergies anticipated from enhanced advertising capabilities, cross-promotion, and leveraging first-party data, though not yet quantified.
Combined digital platforms projected to generate about 30% of total revenue on a pro forma basis.
Transaction expected to be accretive to free cash flow per share by the second full year after closing.
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