The US Department of Justice has closed its antitrust investigation into Fox Corporation’s $22bn acquisition of Roku, concluding that the deal is unlikely to harm competition, the Antitrust Division said in a statement on 6 November, the day Fox completed the purchase. Fox has committed that Roku will remain an “open and neutral content partner”, and two of its four pledges carry a minimum term of three years.
Key facts
- Deal: Fox Corporation’s acquisition of Roku for about $22bn, announced 15 June and completed 6 November
- Review: second requests issued to both companies; investigation closed 6 November with no court filing or consent decree announced
- Finding: new free ad-supported streaming services could enter quickly enough to make a substantial risk of harm unlikely
- Three-year pledges: Fox keeps carrying non-Fox content on Roku, and keeps its existing data firewalls for content partners
- Open-ended pledges: no discrimination against non-Fox content in search; Roku data products still sold on standard terms
What the Division examined
The Division issued second requests to both companies, the longer form of merger review, and looked at two questions. The first was horizontal: Fox owns Tubi and Roku owns The Roku Channel, both free ad-supported streaming services, and the deal puts them under one roof. The Division concluded that entry by other free services would be “timely, likely, and sufficient” to offset the loss of that rivalry.
The second was vertical: whether Fox could use Roku’s connected-TV platform, which Roku has said reaches 100 million households worldwide, to disadvantage rival programmers. The Division found that Roku depends on a broad catalogue from many providers to attract viewers, so the merged company would pay in money and reputation if it degraded the platform, and that viewers could move to other connected-TV platforms if it did.
The four commitments
Fox gave the Division four undertakings, which the statement frames as consistent with its finding that the deal is unlikely to harm competition:
- Fox will carry non-Fox content on Roku for at least three years, in line with Roku’s historical practice. 2. Fox will not discriminate against non-Fox content in search results, and users will still be able to rearrange apps on the home screen. 3. Fox will keep supplying data products to third parties on commercially reasonable terms, consistent with Roku’s standard distribution agreement. 4. Fox will keep Roku’s existing contractual firewalls protecting competitively sensitive data about non-Fox content, including click, search, viewing and voice data, for at least three years.
The statement does not say how the commitments will be monitored or enforced, and it gives no term for the search and data-product pledges. The Division said it will keep watching competition in the sector and may act if circumstances change.
Context
The approval came well inside the timetable the companies first set out. Fox closed the deal less than five months after announcing it, Deadline noted, against an initial projection of the first half of 2027. FilmBunch reported the completion and the new FOX Digital Platforms division on 6 November, followed by the executive changes at Roku and Tubi that came with it. The Division’s statement sets out, for the first time in writing, what Fox has promised Roku’s other content partners.
Our reading
For studios, distributors and free-streaming channels that license to Roku, the statement is now the reference text. The three-year carriage pledge and the data firewall give partners a defined floor through late 2029; the search and data-product pledges have no stated end date but also no stated enforcement mechanism. Because the commitments sit in a closing statement rather than a court order, their practical force will depend on how Fox applies them in renewals.
The next test comes in the first round of Roku carriage and revenue-share renegotiations under Fox ownership, and in whether rival programmers start reporting changes in placement or data access.
Related: Fox closes $22bn Roku acquisition; Fox forms FOX Digital Platforms as Collier and Sud exit; Twelve distributors form Lokia ahead of AFM.