DOJ Issues Second Request in Fox's $22 Billion Roku Deal

The DOJ issued a Second Request in its antitrust review of Fox's $22 billion Roku acquisition, extending the merger review timeline.

Fox Corporation disclosed in an 8-K filing on Wednesday that on September 8, 2026, both Fox and Roku received a "Second Request" for additional information and documentary material from the U.S. Department of Justice in connection with the DOJ's antitrust review of Fox's proposed $22 billion acquisition of Roku. Issued under the Hart-Scott-Rodino Antitrust Improvements Act, the request extends the merger's waiting period until 30 days after both companies substantially comply — unless the DOJ terminates it earlier or the parties agree to extend it further. Until compliance, the companies are legally blocked from closing the deal.

While Second Requests are common in mergers of this size, the move signals heightened scrutiny of a deal that would reshape American streaming. If approved, Fox's acquisition of Roku would cement the company's dominance in free ad-supported streaming, combining Fox's Tubi — which reaches 110 million monthly active users — with Roku's platform of more than 100 million streaming households. The combination would also make Fox the second-largest distributor by viewership in the United States, trailing only YouTube, according to TheWrap. Semafor reported that the widening inquiry suggests skepticism about the merger's effect on how consumers access streaming content.

Analysts say competitive concerns center on free streaming channels: Tubi, owned by Fox, and The Roku Channel, according to MediaPost. Rivals have worried that Fox content could receive favored placement on Roku's streaming distribution system, advertising business, or discovery tools. Fox CEO Lachlan Murdoch has said his expectation is that Tubi and The Roku Channel would operate separately after the merger. "If you look at Tubi and the Roku channel together, they are incredibly complementary services," Murdoch told investors in June. "Our expectation is fully that you keep the services separate."

Fox's filing lays out the deal's procedural milestones. The merger agreement was signed June 14, 2026, and Fox's Form S-4 registration statement became effective September 1, 2026, with the definitive joint proxy statement/prospectus mailed to shareholders around that date. The two-step structure would first make Roku a wholly owned Fox subsidiary, then merge it into another Fox entity. Fox agreed in June to acquire Roku at $160 per share, with approximately $14.2 billion in cash and the remainder in Fox Class A stock, per thedesk.net.

The Hollywood Reporter notes the political backdrop: the DOJ's antitrust division has faced criticism over its handling of high-profile mergers, and Paramount's deal for Warner Bros. Discovery was cleared despite staff concerns and is now held up by a state AG antitrust suit — a sign that any wrinkle can become a major holdup. Thr's reporting also flags the perception that politically connected companies receive different treatment.

Once Fox and Roku certify substantial compliance, a final 30-day countdown begins for the DOJ's decision, per Media Play News. Fox still expects the two-step merger to close in the first half of calendar year 2027, subject to expiration or termination of the HSR waiting period, other customary closing conditions, and approvals by Fox and Roku stockholders. Guggenheim's Michael Morris, cited by MediaPost, still believes clearance is the likely outcome, noting Murdoch's plan to run Tubi and The Roku Channel separately aligns with a typical consent decree.