DOJ Issues Second Request on Fox's $22B Roku Merger
The DOJ has issued a second request for more data on Fox-Roku's $22 billion merger.
Why it matters: Heightened DOJ scrutiny signals tougher regulatory oversight on major tech media mergers. Legal teams must prepare for deeper antitrust reviews and compliance risks in high-value deals.
- The DOJ issued a second request on September 8, 2026, for additional documents from Fox and Roku.
- Fox and Roku's merger agreement was signed on June 14, 2026, valuing the deal at $22 billion.
- The second request extends the regulatory waiting period by at least 30 days after substantial compliance.
- Fox and Roku expect the merger to close by the first half of 2027, pending approvals and regulatory clearance.
On September 8, 2026, the U.S. Department of Justice (DOJ) took a significant step in its review of the proposed $22 billion acquisition of Roku by Fox Corporation by issuing a 'Second Request' for additional information and documents. This move indicates an intensified antitrust review under the Hart-Scott-Rodino (HSR) Act, which governs large mergers and acquisitions.
The original merger agreement, signed on June 14, 2026, outlines a two-step transaction where Roku would become a wholly owned subsidiary of Fox. The DOJ's second request effectively pauses the waiting period, extending it by at least 30 days after Fox and Roku substantially comply with the information demands, unless the DOJ decides otherwise. This timeline extension reflects the agency’s deeper dive into potential competition and market impacts raised by combining Fox’s content assets with Roku’s streaming platform.
Fox and Roku remain cooperative. According to their respective filings, "Fox and Roku will continue to work cooperatively with the DOJ in its review of the Mergers," while Roku emphasized its expectation to complete the merger in the first half of 2027, contingent on satisfying regulatory and shareholder approval conditions.
This heightened scrutiny exemplifies the increasing regulatory caution toward large tech media mergers, which could complicate deal timelines and increase legal compliance requirements. For corporate counsel and legal teams in major mergers, the Fox-Roku case underlines the importance of preparing for thorough antitrust investigations and potential delays.
Fox's Form S-4 registration statement, including the combined proxy statement and prospectus, was declared effective by the SEC on September 1, 2026, and has been sent to shareholders, advancing the formal steps of the transaction amid the regulatory review.
As the DOJ investigates possible competition concerns, especially in digital advertising and content delivery markets, legal teams tracking large scale media and tech mergers should anticipate similar second requests and rigorous scrutiny.
By the numbers:
- $22 billion — value of Fox's proposed acquisition of Roku
- June 14, 2026 — date merger agreement was signed
- September 8, 2026 — DOJ issued its second request
- 30 days — waiting period extension after substantial compliance under HSR Act
- First half of 2027 — expected merger close date
What's next: Fox and Roku must comply with the DOJ's data requests before the waiting period ends, likely pushing the merger closing beyond early 2027 if compliance takes full 30 days or more.