Ademi LLP is investigating Roku for possible breaches of fiduciary duty in its recently announced transaction with Fox. Roku stockholders will receive a cash-and-stock deal valued at $160.00 per share, with Fox paying $96.00 in cash and 0.9693 shares of Fox Class A common stock for each Roku Class A and Class B share. Upon closing, existing Fox shareholders are expected to own approximately 73% of the combined company and Roku shareholders approximately 27%. The investigation focuses on whether the Roku board is fulfilling its fiduciary duties, noting that insiders will receive substantial benefits as part of change of control arrangements and that the transaction agreement imposes a significant penalty if Roku accepts a competing bid.
Roku IncRoku is being acquired at $160/share, but the investigation suggests the price may be unfair to shareholders.
Fox Corp Class AFox is acquiring Roku in a deal that is expected to be accretive and expand its streaming business.