Fox Corp.’s proposed $22 billion acquisition of streaming platform Roku is moving closer to receiving approval from U.S. antitrust regulators, potentially clearing a major obstacle to a transaction that would reshape the television and digital advertising industries.
The Justice Department is considering allowing the acquisition to proceed under a consent decree that would impose legally enforceable conditions on the combined company, according to a Semafor report cited Tuesday by Yahoo Finance.
The discussions suggest regulators may be willing to resolve competition concerns without blocking the transaction. However, the terms of any agreement remain unclear, and the department could change its position before issuing a final decision, according to the report, which cited people familiar with the matter.
The potential clearance would mark a significant development for Fox, which announced its agreement to acquire Roku in June as part of a broader effort to expand its digital distribution and advertising operations.
The acquisition would combine Fox’s television news, sports and entertainment businesses with Roku’s connected-TV operating system, streaming distribution network and advertising technology.
Streaming Competition Remains a Central Concern
Regulatory scrutiny has focused partly on whether Fox could use Roku’s position in the connected-TV market to give its own programming preferential treatment over competing media companies.
According to Semafor’s reporting, competitors have raised concerns that Fox could gain an advantage in how television content is displayed, promoted and distributed through Roku devices and software.
Roku’s operating system serves as an important gateway to streaming services, giving the platform influence over how consumers discover programming and how advertisers reach television audiences.
The combination could therefore strengthen Fox’s position across both content production and distribution, an arrangement that has attracted attention from antitrust authorities.
A consent decree could establish restrictions intended to protect competing streaming providers and preserve access to Roku’s platform. No specific conditions have been publicly confirmed, according to the Yahoo Finance report.
Roku Channel and Tubi Add to Regulatory Questions
The proposed transaction would also place two major advertising-supported streaming services under common ownership: Fox’s Tubi and The Roku Channel.
Both businesses compete for viewers, advertising spending and programming rights in a market where free streaming services have become increasingly important to media companies seeking alternatives to traditional pay television.
Fox Chief Executive Officer Lachlan Murdoch has previously indicated that the services would continue operating independently while potentially allowing advertising to be sold across both platforms, according to Semafor.
That approach could preserve their separate identities while giving Fox additional opportunities to coordinate advertising operations and reach a broader audience.
The potential effects on competing streaming services and advertisers remain part of the broader competition questions surrounding the transaction.
Read more: Fox Gives DOJ More Time to Review $22 Billion Roku Acquisition
Fox has identified digital advertising and streaming distribution as important opportunities for growth as traditional television companies adapt to changing viewing habits.
Political Opposition Complicates Review
The acquisition has also drawn opposition from Chris Ruddy, the majority owner of conservative television network Newsmax and an ally of President Donald Trump.
Ruddy has been involved in a longstanding dispute with Fox concerning streaming distribution access for his media properties, according to Semafor.
His objections have added political attention to a transaction already facing regulatory scrutiny over its potential effect on competition.
The Justice Department expanded its examination of the deal in September, requesting additional information from the companies through a formal antitrust review process.
Such requests allow regulators to examine internal documents, market conditions and potential competitive consequences before determining whether a merger should proceed.
Associate Attorney General Stanley Woodward declined to discuss the proposed acquisition, according to Semafor. He nevertheless emphasized that the Justice Department under Trump’s administration would remain focused on affordability for American consumers.
Fox also declined to comment on the reported developments.
Deal Would Expand Fox’s Digital Reach
Under the acquisition agreement announced in June, Roku shareholders would receive $96 in cash and 0.9693 shares of Fox Class A common stock for each Roku share, representing a transaction value of $160 per share at the time of the announcement.
Existing Fox shareholders are expected to own approximately 73% of the combined company, while Roku shareholders would hold the remaining 27%, according to the companies’ original transaction announcement.
The acquisition would give Fox access to Roku’s streaming platform, which reaches more than 100 million households globally, along with its advertising operations, subscriber relationships and streaming technology.
Fox expects the combination to generate approximately $400 million in annual cost savings once fully implemented, according to its acquisition announcement.
Roku founder and Chief Executive Officer Anthony Wood is expected to remain involved in the combined business and join Fox’s board following completion of the transaction.
The companies have targeted the first half of 2027 for closing the deal, subject to the remaining regulatory requirements.
Investors Await Formal Decision
The prospect of conditional antitrust approval could ease uncertainty surrounding one of the media industry’s largest proposed acquisitions.
Fox said Monday that it had secured all required foreign regulatory approvals, according to Cord Cutters News, leaving the U.S. review as a critical remaining hurdle. Shareholders of both companies approved the transaction in October.
Source: Yahoo Finance
