Media conglomerate Fox won connected TV platform Roku after a broad strategic auction that attracted media and technology companies, but only Fox turned its interest into a signed transaction.
On June 15, Fox announced an agreement to pay Roku shareholders $96 in cash and 0.9693 shares of Fox Class A stock for each Roku share, valuing Roku at about $22 billion in enterprise value. Roku shareholders would own about 27% of the combined company.
The merger proxy shows how Fox moved from interest to a deal while other potential buyers either withdrew, moved too slowly or did not submit a proposal.
Who was in the auction
- Fox: Winner. Its cash-and-stock offer implied $160 per Roku share at announcement. Read the announcement.
- Comcast (Party A): Tipsheet inference. Participated in the process but did not submit a proposal. The proxy’s description is consistent with Comcast’s strategic interest in streaming distribution, advertising technology and TV operating systems, though it does not identify Party A.
- Netflix (Party B): Tipsheet inference. Entered into a confidentiality agreement, conducted diligence and withdrew on May 16. Party B’s description is consistent with Netflix. Semafor reported, citing people involved in the sale process, that Netflix held combination talks and conducted preliminary diligence; Netflix said it did not make a bid. The proxy does not identify Party B or disclose whether it discussed price.
- Google (Party C): Tipsheet inference. Signed a confidentiality agreement and conducted diligence. On April 2, Party C decided not to pursue a transaction at that time, instead focusing on an existing test partnership with Roku. The description is consistent with Google’s connected TV, advertising technology and consumer operating-system businesses, but is not confirmation of its identity.
- Amazon (Party K): Tipsheet inference. Roku initially held off contacting Party K because of strategic and commercial sensitivities, then approached it on May 4. The parties amended an existing confidentiality agreement on May 20 and held a diligence meeting on May 21, according to the proxy. Amazon is a possible match given its competitive and commercial relationships with Roku, including their 2025 advertising partnership and 2022 distribution agreement. The proxy does not identify Party K.
- Other strategic companies: Roku considered a broader set of media, entertainment, telecommunications and consumer-technology companies. Several declined to engage. Tipsheet is not identifying additional parties because the available evidence does not support it.
The proxy does not identify Parties A, B, C or K, and tipsheet could not independently confirm their identities.
Roku formed a special committee and retained Qatalyst Partners early this year, authorizing outreach to 11 potential counterparties. Qatalyst contacted Fox on March 5, while Roku CEO Anthony Wood separately approached Party B the next day through a relationship with one of its senior executives.
Five parties declined quickly. Fox, Parties A, B and C entered diligence, but only Fox signed a deal.
Roku was a plausible target for more than one type of company because it sits at the intersection of consumer discovery, streaming TV distribution and advertising execution. To a media owner, it offered direct distribution into the living room. To an ad platform, it offered an operating system, a large consumer footprint and the signals that come from controlling the screen where streaming TV is discovered and watched. To an incumbent distributor, it could have been both an asset and a complication.
The result makes the Fox–Roku transaction less a hardware acquisition than a distribution and advertising-scale acquisition: Fox gains a consumer platform and advertising operation that reach beyond its own programming, while Roku gains a major owner of premium content, live events and national advertising relationships.
Fox already has reasons to make that combination operational. Its AdStudio initiative is building a secure agentic system through which buy-side and sell-side agents can access audiences and create media buys. Roku, meanwhile, has been extending its advertising workflow through integrations with platforms including Smartly, Amazon DSP and Yahoo DSP.
The question is whether their combination creates a stronger advertising platform while preserving Roku’s role as a broadly available distribution layer for publishers, advertisers and rival media companies.
The deal still faces regulatory review
The auction is settled, but the transaction is not. After Fox and Roku withdrew their July Hart-Scott-Rodino filings and refiled in August, the Department of Justice issued a Second Request on Sept. 8, extending the waiting period until 30 days after both companies substantially comply.
From tipsheet: The auction shows what Roku has become: a control point between premium video, consumer discovery and advertising execution.
Fox bought Roku to add a distributor, operating system, ad platform and source of feedback loops that can make Fox’s content and advertising businesses more valuable together.
In the AI era, those control points matter because autonomous buying and selling systems depend on the quality of the signals, inventory access and execution environment beneath them. Fox is buying all three. The remaining challenge is to preserve the open-market role that made Roku strategically valuable to so many possible buyers in the first place.
Read: Merger proxy (Sept. 1) – Roku on SEC[dot]gov (also distributed by Fox)
Fox and Roku expect the transaction to close in the first half of 2027, subject to shareholder approval and regulatory clearances. Read the announcement.
Read: “Inside the Auction” series
- Part 1: Nielsen wins DoubleVerify’s verification signals
- Part 2: Fox wins Roku’s distribution
- Part 3: Publicis wins LiveRamp’s data infrastructure
- Part 4: AI is the accelerant