Fox agreed to acquire Roku for $160 per share in a cash-and-stock deal, valuing Roku at around $22 billion. The deal marks a major push by Fox into connected TV, streaming advertising, and direct-to-consumer distribution.
On Friday, Roku shares jumped 20% to a four-year high on Bloomberg news that the company was in talks to be acquired by an unnamed media company. That created a wave of suspense over the weekend among Wall Street research desks, which published several notes speculating on potential acquirers.
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Under the terms of the deal, Roku shareholders will receive $96 in cash and .9693 shares of Fox Class A common stock for each Roku share. Existing Fox shareholders are expected to own about 73% of the combined company, with Roku shareholders owning roughly 27%.
"The transaction combines FOX's leading sports, news and entertainment content and the Tubi service, with Roku's leading connected TV platform, The Roku Channel, first-party data and direct relationship with more than 100 million global streaming households. Together, FOX and Roku will create a scaled next-generation media and technology company positioned at the intersection of two of the most important forces reshaping video consumption: the enduring primacy of live sports and news, and the continued rise of streaming," Fox wrote in a press release, in what only appears to be the emergency of a media empire.
Lachlan K. Murdoch, executive chair and CEO of Fox, said, "In 2020, we acquired Tubi and under our stewardship it has become one of the most successful businesses in streaming. Today, we take the next step: bringing together the most valuable live content portfolio in video consumption with the preeminent streaming platform through which America watches it."
"This combination will transform the scope of our company into high-growth verticals and yield a step change in our overall growth profile," Murdoch said, adding, "And we are executing this acquisition from a position of financial strength – maintaining our investment grade balance sheet while providing our shareholders with an uninterrupted return of capital program in the form of share buybacks and dividends. Roku pioneered streaming TV and scaled it into a leading CTV platform. Together, we intend to lead its next chapter."
Fox detailed key benefits of the merger:
Increases scale and reach: The transaction pairs the leader in live news and sports with the leading connected TV platform. Roku's platform has leading scale in the attractive, high growth connected TV vertical, reaching over 100 million global streaming households, including more than half of all U.S. broadband households. FOX is #1 in live news and sports, with a portfolio including the NFL, MLB, NASCAR, Big Ten, FIFA World Cup, FOX News and FOX Business that represents some of the most valuable appointment-viewing content in television. Together, FOX and Roku will encompass premium live content, broad distribution and significant audience reach across linear and streaming.
Expands position in high growth verticals: The acquisition of Roku positions FOX across the full video ecosystem and provides a wider entry into the high growth segment of connected TV, particularly advertising and streaming subscriptions.
Creates a more powerful streaming platform: Brings together FOX's premium content and advertising capabilities with Roku's consumer interface, home screen, platform technology and direct viewer relationships to enhance content discovery, deepen engagement and create a more compelling streaming experience for consumers and content partners.
Enhances long-term growth profile: Advances FOX's business mix toward high growth streaming and connected TV verticals and maintains a balanced mix across advertising and distribution businesses, while strengthening the combined company's long-term growth and financial profile and maintaining FOX's disciplined capital allocation approach.
In markets, Roku added about 2% in premarket trading, building on Friday's 20% gain. Fox shares were down about 10%.
Last Friday, Needham analyst Laura Martin raised her Roku price target to $170 from $140, "based on Roku's value to a larger company."