WASHINGTON DC. WA, September 9, 2026 — The Department of Justice has intensified its antitrust review of Fox’s proposed $22 billion acquisition of Roku, issuing a formal “second request” for information to both companies, according to procedural guidelines from the U.S. Department of Justice Antitrust Division. The officials will be stepping up the case through a “second request” calling for additional documents and data from both companies. Once Fox has acquired control of the streaming platform, rivals fear it may promote its own content above that of competitors.
A Deal Years In The Making
Fox has been trying to buy Roku since June when it made the offer of $96 in cash plus stock for each Roku share. The exchange ratio, which is anchored at one Roku share equaling 0.9693 shares of Fox stock, will not be changed, as outlined in filings submitted to the U.S. Securities and Exchange Commission. The merger has received board clearance from both companies, but requires regulatory approval for closure.
The combined entity would become one of the top three television viewing platforms in the U.S., trailing only YouTube and Disney, according to media industry analytics published by Nielsen. According to the two companies’ own estimates, that would put it ahead of Netflix overall in terms of total viewing share. It is the first major move for chief executive Lachlan Murdoch since taking control of his father’s media empire.
If either side improperly walks away from the merger agreement, there are costs of about $866 million included. If regulators ultimately block the deal altogether, Fox would owe Roku roughly $1.2 billion, as specified in public disclosure documents hosted on Roku Investor Relations. Roku acknowledged expectations for transaction-related costs from Fox up to $70 million, subject to certain conditions, which Fox would cover.
Fox executives have called the acquisition a path to stable ad growth for streaming. Roku has tens of millions of connected television devices in the U.S., expanding access to digital media markets studied by the Federal Communications Commission. Fox’s reasoning elaborated on its pursuit of the deal earlier this year: that reach was key.
Concerns Over Content Control
In June, Fox chief executive Lachlan Murdoch defended the company’s track record of hosting rival content, statements archived by the National Association of Broadcasters. “Fox has smartly scaled and monetized shared platforms, while equitably distributing partner programming,” he said. Critics still doubt the strategy, noting how much leverage Fox would enjoy against Roku’s streaming audience.
With Roku still very much a neutral platform, carrying apps from both competing broadcasters and streaming services. If Fox acquires the underlying hardware and software, rivals fear that neutrality could evaporate, raising digital marketplace concerns analyzed by the Open Markets Institute. The expanded inquiry by the Justice Department indicates that regulators have at least some of those worries.
Scrutiny On The Antitrust Division
Critics have also besieged the DOJ’s antitrust division for its dealings on other high-profile unions. The criticism included the role of corporate lobbyists in securing previous approvals, an issue regularly evaluated by government watchdog groups like Project On Government Oversight. The tougher review of the Fox-Roku deal could relieve some political pressure from critics like Sens.
Second requests usually draw out merger reviews for months, forcing companies to produce internal communications and data under regulatory procedures monitored by the Federal Trade Commission. It allows the government more time to evaluate potential competitive harm before proceeding with a lawsuit. Fox has not indicated whether it expects the review to push back the anticipated closing of the deal.
Notably, Fox has stated publicly it anticipates the deal to close within a year after the review. For all these reasons, legal experts at Columbia Law School say that second requests do not necessarily mean antitrust enforcers will ultimately try to block a deal. Most of the companies partaking in mergers practically acquiesce to these extra information requests then go on to complete deals months later.
Markets React To The News
Roku shares fell approximately 2% in extended trading following news of the expanded investigation, according to market data recorded by the NASDAQ Exchange. The Class A and Class B shares of Fox also edged lower in Tuesday’s regular trading session. Investors seemed to take the expanded review as a lengthier approval timeline.
The Justice Department, Fox and Roku could not be immediately reached for comment. Both companies have previously said they expect the deal to close in the next twelve months, contingent on compliance with federal competition guidelines overseen by the United States Courts. That timeframe may slide even more into the future if there is a protracted antitrust fight.
