The Justice Department, it seems, is not quite ready to wave through a $22 billion marriage without first checking the prenuptial arrangements.
Fox Corporation disclosed Wednesday that both it and Roku have received what is known in antitrust circles as a "Second Request" — the regulatory equivalent of being asked to empty one's pockets before proceeding through security. The request, which arrived on September 8, extends the waiting period under the Hart-Scott-Rodino Act and requires both companies to produce additional documents and information before the department will consider letting the deal close.
Fox, which announced its intention to acquire the streaming hardware and software company in June, said in its securities filing that it still expects the transaction to close in the first half of 2027. The company characterized the request as expected, which is the sort of thing companies always say about Second Requests, and which is also frequently true. Deals of this size rarely glide through Washington without someone asking to see the paperwork.
Still, the request does suggest that the department intends to give the combination a serious look. Fox's ambitions here are considerable: acquiring Roku would transform it from a company that programs television into one that also controls a significant piece of the plumbing through which Americans watch it. (The last time a programmer tried to become a platform, regulators found it interesting enough to spend several years thinking about it.)
The political context, as always, hovers nearby. Fox's relationship with the current administration has been the subject of considerable speculation, particularly after the network's recent parting with Maria Bartiromo prompted expressions of displeasure from the White House. Whether any of this has bearing on how career attorneys at the Justice Department approach a horizontal merger review is, of course, impossible to say from the outside.
What can be said is that the path to closing just got slightly longer.
Original story published in The Hollywood Reporter: "Fox Says DOJ Taking Closer Look at Roku Megadeal"