Fox Receives DOJ 'Second Request' in Roku Merger, Extending Regulatory Review

Fox Corporation (Nasdaq: FOXA) and Roku have hit a regulatory road bump: on September 8, 2026, both companies received a “Second Request” from the U.S. Department of Justice, signaling an in-depth antitrust examination of their proposed merger. This development extends the waiting period under the Hart‑Scott‑Rodino Act, delaying potential closing timelines. Fox still anticipates completing the deal during the first half of calendar year 2027.

The “Second Request” requires Fox and Roku to provide additional information and documentation as part of the DOJ’s thorough review process, automatically extending the regulatory waiting period until 30 days after compliance or earlier termination by agreement. Fox reaffirmed its intent to proceed and cooperate fully with the DOJ. The registration statement on Form S‑4 has already been declared effective by the SEC on September 1, with proxy materials mailed shortly thereafter to shareholders of both companies.

This regulatory development follows Fox’s June 14 agreement to acquire Roku in a deal valued at roughly $22 billion—structured as $96 in cash plus 0.9693 Fox Class A shares per Roku share—financed through a $12 billion bridge loan and a $1 billion term loan. The proposed merger, if finalized, would integrate Roku under Fox’s control, accelerating its expansion in connected-TV and streaming.

Why This Matters for Investors

The DOJ’s Second Request represents a significant procedural step that increases uncertainty on the merger timeline. While Fox expects closure in the first half of 2027, the extended review introduces the potential for further delays or additional regulatory conditions, such as required divestitures or operational restrictions. Fox’s own filings acknowledge such risks and the financial implications, including material termination fees payable to Roku if the deal falters for regulatory reasons.

Against this backdrop, Fox shares (FOXA) are currently trading at $63.06, reflecting a modest change of –0.05% as of September 28, 2026. The stock remains under pressure as investors weigh the benefits of scale from merging with Roku against the growing regulatory hurdles.

What to Watch Next

• The companies’ response timeline to the DOJ’s Second Request and the pace of compliance.
• Any changes in projected close date—especially if pushed beyond mid‑2027 or subject to additional regulatory conditions.
• Market reactions to further updates, especially from activist investors or analysts reassessing the merger’s viability amid extended scrutiny.

Fox’s broader strategy—fueled by the Roku deal and bolstered by strong live sports and advertising performance—hinges on navigating this regulatory review effectively. Investors should continue monitoring official SEC filings, DOJ updates, and company communications for the clearest signals on the merger’s trajectory.