Roku, Inc. Enters into Agreement and Plan of Merger with Fox Corporation

Roku, Inc. has entered into an Agreement and Plan of Merger with Fox Corporation, 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, and subsequently, the surviving entity will merge with Merger Sub 2. Upon completion, Roku will become a wholly-owned subsidiary of Fox Corporation. The transaction involves Roku stockholders receiving a combination of Fox Corporation's Class A Common Stock and cash for each share of Roku's common stock. Specifics on the treatment of equity awards, including restricted stock units and stock options, are detailed, with provisions for vested and unvested awards. The agreement also addresses governance changes post-merger, with Roku designating a new member to Fox's Board of Directors. Closing conditions include stockholder approvals, regulatory clearances, and the absence of material adverse effects. The merger agreement also includes non-solicitation clauses and specifies termination fees under certain conditions. Voting and support agreements have been executed by significant stockholders of both Roku and Fox to facilitate the transaction. The merger is expected to be treated as a reorganization for U.S. federal income tax purposes.