Fox Corp and Roku received a Justice Department request for additional information on September 8, extending the antitrust review waiting period. The development makes regulatory clearance a condition for the proposed merger, which Fox expects to complete in the first half of calendar year 2027, subject to other approvals.

Key Highlights

  • The Merger agreement provides for a Fox Subsidiary to merge with Roku before a second merger involving another wholly owned Fox subsidiary.
  • The SEC declared Fox’s registration statement effective on September 1, and the companies began mailing their joint proxy statement and prospectus around that date.
  • Fox and Roku said they will continue cooperating with the Justice Department during its review of the proposed transaction.

Fox Corp (NASDAQ: FOXA) and Roku now face an extended HSR Act Waiting Period during the Justice Department’s review of their proposed merger after receiving a request for additional information on September 8.

DOJ Information Request Extends HSR Act Waiting

Period The Justice Department’s request concerns its review under the Hart-Scott-Rodino Antitrust Improvements Act. The request extends the waiting period under the HSR Act until 30 days after both Fox and Roku have substantially complied with the request, unless the Justice Department ends the period earlier or Fox and Roku agree to extend it. Fox and Roku said they will work cooperatively with the Justice Department. The merger agreement was entered into on June 14. The transaction is structured as successive mergers. A Fox subsidiary would first merge with Roku, leaving Roku as a wholly owned Fox subsidiary, before the surviving corporation merges into another wholly owned Fox subsidiary.

Transaction Awaits Regulatory

and Stockholder Conditions Fox’s registration statement was declared effective on September 1, when Fox and Roku also filed their definitive joint proxy statement and prospectus. The companies began mailing those materials to their respective stockholders around that date. The proposed transaction remains subject to the expiration or termination of the antitrust waiting period and other customary closing conditions, including approvals by Fox and Roku stockholders.