FOXA · News & developments
FOX adds Morgan Stanley fees and holdings to Roku merger proxy
FOX voluntarily supplemented its joint proxy statement ahead of the October 14, 2026 shareholder meetings on its proposed Roku acquisition. The filing says FOX agreed to pay Morgan Stanley $30 million for financial-advisory services, including $5 million payable upon signing the merger agreement and $25 million contingent on closing. FOX also estimates Morgan Stanley and its affiliates will receive $43 million to $50 million, plus expense reimbursement, for transaction financing. As of September 4, 2026, Morgan Stanley reported holdings of 1.5% to 2.5% of FOX Class A shares, less than 1% of FOX Class B shares, and 1% to 2% of Roku shares. FOX said it made the disclosure voluntarily to limit possible transaction delay and litigation expense, while denying that the existing proxy was deficient.
Why this matters
The fee structure puts a substantial portion of Morgan Stanley’s advisory compensation, plus financing fees, on the closing path. That gives investors a clearer view of the deal’s transaction costs and the adviser’s economic ties, but it does not establish that the lawsuit will end or that closing risk has fallen. FOX’s stated aim is to avoid delay and litigation distraction before the October 14 votes; the filing leaves shareholder approvals and other closing conditions outstanding.
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