Fox Corporation said it entered into an Agreement and Plan of Merger with Roku on June 14, 2026. The structure involves a two-step transaction in which Merger Sub 1 merges with and into Roku, with the surviving corporation then merging with and into Merger Sub 2, with Merger Sub 2 continuing as a wholly owned subsidiary of the company.

1. 01

   Fox Corporation said it entered into an Agreement and Plan of Merger with Roku on June 14, 2026. The structure involves a two-step transaction in which Merger Sub 1 merges with and into Roku, with the surviving corporation then merging with and into Merger Sub 2, with Merger Sub 2 continuing as a wholly owned subsidiary of the company.

2. 02

   The company said a putative class action lawsuit, the Thompson Complaint, was filed in the Delaware Court of Chancery on August 28, 2026. The company denied all allegations while saying it voluntarily amended and supplemented the Joint Proxy Statement/Prospectus to reduce the risk of delaying the Mergers and to minimize litigation expenses and distraction.

3. 03

   Fox Corporation agreed to pay Morgan Stanley an aggregate fee of $30 million for financial advisory services in connection with the Mergers, of which $5 million became payable upon execution of the Merger Agreement and $25 million will become payable contingent upon consummation of the Mergers.

4. 04

   The company estimated that Morgan Stanley and its affiliates will receive in the aggregate between $43 million and $50 million in fees, plus reimbursement of expenses, in connection with the Bridge Facility, the Term Loan Facility and other financing activities. As of September 4, 2026, the company said Morgan Stanley held between 1.5% and 2.5% of the outstanding shares of FOX Class A Common Stock.

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AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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