Fox Corporation and Roku, Inc. Merger Agreement

Fox Corporation (FOX) has entered into an Agreement and Plan of Merger with Roku, Inc. (Roku) and its subsidiaries, Falcon Merger Sub 1, Inc. and Falcon Merger Sub 2, LLC. The agreement outlines a two-step merger process where Merger Sub 1 will merge with Roku, followed by a merger of the surviving entity with Merger Sub 2. Upon completion, Roku will become a wholly owned subsidiary of FOX. The merger consideration for each share of Roku's common stock will be 0.9693 shares of FOX Class A Common Stock and $96.00 in cash. The agreement includes provisions for customary closing conditions, including regulatory approvals, stockholder approvals, and listing of FOX shares on Nasdaq. Termination fees are stipulated for certain circumstances, including changes in board recommendations. FOX has secured a commitment for a $12 billion bridge term loan facility to finance the transaction. Additionally, voting agreements have been entered into by key stockholders of both companies to support the transaction. The merger is expected to qualify as a reorganization for U.S. federal income tax purposes.