Deal Summary: Fox to acquire Roku: North America Special Situations Specialist Commentary

Research evidence excerpt

Deal Summary: Fox to acquire Roku: North America Special Situations Specialist Commentary

Neetu Jhamb - Specialist Sales - US Special Situations AC (1-212) 272-5971 North America Specialist Sales J P M O R G A N

neetu.jhamb@jpmorgan.com Deal Summary: Fox to acquire

J.P. Morgan Securities LLC Roku

16 June 2026

advertising scale and content acquisition, and there are arguably beneficial considerations in cross-promotion and added

distribution for core Fox sports and news properties. As for the negatives, there is the dilution in near-term FCF/share, which

along with selling from arbs we think drove down shares today. The timeline on the deal with a calendar 1H’27 close is

longer than we would’ve expected, and while the combined company’s share in streaming is small, we have to

recognize the unpredictability of today’s regulatory environment. HSR approval would be required in the U.S. along

with ‘very limited international approvals’, we believe in the UK, Canada, and possibly Brazil where Fox has limited

or no presence. A termination fee was listed at $866m, and a parent termination fee at $1.237b. On the call, Roku CEO

Wood stated his company and board had agreed to the deal after a strategic review and ‘thorough and complete

process’.

• At the same time, Roku ownership and integration brings execution risk and complication to what was a recently a

straightforward story of beat-and-raises, and any shareholder turnover could present an overhang during the deal process.

Ultimately, a key value driver will be what multiple is applied toward pro-forma financials, and it’s uncertain at this stage

whether investors will anchor toward recent FOXA valuation ranges (~7x EBITDA and ~11x-12x FCF), or award the go-