Fox Corporation (NASDAQ:FOX) is reportedly approaching US antitrust approval for its proposed $22 billion acquisition of streaming platform Roku, with the Department of Justice considering allowing the transaction to proceed under a consent decree, according to a report published Tuesday by Semafor.
Citing people familiar with the regulatory discussions, Semafor reported that the deal could receive clearance despite opposition from a prominent ally of US President Donald Trump and concerns about competition in the connected television and streaming markets.
However, the conditions attached to any approval remain uncertain, and the Justice Department could still reconsider its position before reaching a final decision.
According to Semafor, the US Department of Justice is moving towards a potential resolution that would permit Fox to complete its acquisition of Roku subject to conditions established through a consent decree.
Such an agreement would allow regulators to impose legally binding requirements intended to address competition concerns arising from the transaction.
The specific terms under consideration have not been disclosed, leaving uncertainty about the restrictions or commitments that could be required.
People familiar with the discussions cautioned that the department’s position could still change.
Fox declined to comment on the reported developments, while Associate Attorney General Stanley Woodward also declined to discuss the proposed acquisition.
In a statement to Semafor, Woodward said the Justice Department under Trump’s leadership would continue prioritising affordability for American consumers.
The proposed $22 billion transaction would bring together Fox’s television news and sports programming businesses with Roku’s connected television operating system.
Roku operates a major streaming platform that provides access to television channels, subscription services and advertising-supported content.
The combination has raised concerns among competitors that Fox could use Roku’s distribution capabilities to favour its own programming.
According to Semafor, rival companies are concerned about the possibility of preferential treatment for Fox content within Roku’s operating system.
Such concerns have contributed to regulatory scrutiny of how the acquisition could affect competition among streaming services and content providers.
A consent decree could potentially address these issues through restrictions on the combined company’s operations, although no specific remedies have been confirmed.
Another area of regulatory interest involves the relationship between Roku’s free streaming service and Fox-owned Tubi.
Both platforms offer advertising-supported television and entertainment content, placing them in competition for viewers and advertising revenue.
Bringing the two services under common ownership could raise questions about how Fox intends to manage their operations and advertising businesses.
Fox Chief Executive Officer Lachlan Murdoch has previously indicated that Roku’s streaming channel and Tubi would continue operating separately following the acquisition.
However, Murdoch has also suggested that advertising could be sold across both platforms, according to Semafor.
This approach would preserve separate consumer-facing services while allowing Fox to coordinate advertising sales.
The potential implications for advertisers, rival streaming platforms and content providers remain among the issues surrounding the proposed transaction.
The acquisition has faced additional scrutiny following objections from Chris Ruddy, the majority owner of Newsmax and an ally of President Trump.
Ruddy has been involved in a longstanding dispute with Fox concerning streaming distribution access for his media properties.
His opposition has added a political dimension to the regulatory review, although the Justice Department remains responsible for assessing the transaction under US competition law.
Semafor reported in September that regulators were expanding their investigation into the proposed acquisition.
The companies subsequently confirmed receiving a second request from antitrust authorities.
A second request is a formal demand for additional information and documents during a merger review, typically indicating that regulators require a more detailed examination of potential competition issues.
The expanded investigation had raised questions about whether the acquisition would receive approval and how long the process might take.
Investors have been monitoring the regulatory review because of concerns that antitrust objections could delay or prevent completion of the acquisition.
The prospect of approval under a consent decree could reduce some of that uncertainty by providing a potential route for the transaction to proceed.
However, conditional clearance would not necessarily mean that Fox could operate the combined businesses without restrictions.
Any final agreement could impose obligations affecting content distribution, platform access or other aspects of the companies’ operations, depending on the remedies negotiated with regulators.
The financial and operational implications would depend on the final terms, which have not yet been disclosed.
Furthermore, the Justice Department has not announced a final approval decision, meaning the regulatory outcome remains subject to change.
Fox’s proposed $22 billion acquisition of Roku appears to be moving closer to a potential resolution of its US antitrust review, according to Semafor’s reporting.
The transaction would combine Fox’s news and sports content operations with Roku’s connected television platform and advertising-supported streaming business.
Competition concerns surrounding preferential content treatment, the relationship between Roku Channel and Tubi, and access for rival media providers have complicated the approval process.
Although a consent decree could allow the acquisition to proceed, the conditions attached to any agreement remain unknown.
Investors will be watching for an official decision from the Justice Department and further details about any restrictions imposed on the combined business.
Fox Corporation is a US media and entertainment company with operations spanning television news, sports programming, broadcasting and digital streaming. Its businesses include Fox News, Fox Sports and the advertising-supported streaming platform Tubi.
Roku operates a connected television platform and provides streaming services, including the advertising-supported Roku Channel. The proposed acquisition would expand Fox’s presence in streaming technology and digital advertising.
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