Federal antitrust enforcers are taking a much harder look at Fox Corporation's $22 billion bid to absorb Roku, the connected-TV platform sitting in roughly 100 million American living rooms.

In a securities filing made public this week, Fox and Roku disclosed that the U.S. Department of Justice issued a "Second Request" to both companies on September 8, demanding additional documents and data before allowing the merger to proceed. Under the Hart-Scott-Rodino Act, that request automatically freezes the deal clock — the waiting period cannot expire until 30 days after Fox and Roku have "substantially complied," according to the companies' joint SEC filing.

The deal, first unveiled in June, would combine Fox's news and sports programming empire with Roku's streaming operating system and hardware, the software millions of Americans use to reach Netflix, YouTube and everything else on their televisions. Terms call for Roku shareholders to receive $96 per share in cash plus 0.9693 of a Fox Class A share for every Roku share they hold, valuing the combined package at roughly $160 a share and leaving legacy Fox shareholders with about 73% of the combined company, according to Fox's original deal announcement.

Why Regulators Are Circling

Rival programmers and distributors have warned regulators that Fox could use control of Roku's platform to favor its own channels, including Tubi, Fox's free ad-supported streaming service, which competes directly with the Roku Channel, while squeezing competitors' access to prime placement, viewer data and advertising inventory. Semafor's reporting on the expanded DOJ probe says it centers specifically on whether the combination would let Fox curb rivals' access to Roku's audience and ad technology.

"Our expectation is to run the two businesses separately while selling advertising across them," Fox CEO Lachlan Murdoch has said of the company's approach to keeping Roku's platform open to competitors.

Fox shares were trading near $54.53 Wednesday morning, down roughly 10% on the year and well off their 52-week high of $55.56, while Roku stock, near $155, is up about 43% year-to-date, suggesting investors still expect the deal to close despite the added scrutiny.

Both companies said they intend to keep cooperating with regulators. Fox and Roku "will continue to work cooperatively with the DOJ" as it completes its review, the filing states, and both sides still expect the merger to close in the first half of 2027, though a Second Request commonly adds months, and sometimes forces structural concessions, before a deal wins clearance.

The scrutiny arrives as the DOJ has sharpened its focus on media and streaming consolidation, with the agency also examining whether the combination would narrow competition for a fast-growing pool of connected-TV ad dollars. Fox and Roku now face months of document production and negotiation with antitrust lawyers before a still-pending shareholder vote can be finalized, with the ultimate outcome likely to hinge on what concessions, if any, Fox offers to guarantee rival programmers' access to Roku's 100 million households.