福克斯与罗库：战略价格下的战略契合

Fox-Roku: Strategic Fit at a Strategic Price Valuation aside, we have little doubt thatROKU is an attractive—interesting at minimum—strategic asset for many players in Media. It offers a growing FAST platform, Laurent Yoon+1 917 344 8502laurent.yoon@bernsteinsg.com meaningful adtech capabilities, and, most importantly, significant distribution reach with 1stparty data. This combination pushes media companies in transition to consider whether atie-up could accelerate, or at least support, their shift toward a streaming future. Martin Boruchowicz+1 917 344 8564martin.boruchowicz@bernsteinsg.com Strategic assets are never cheap. In fact, “strategic” often translates to “expensive.” Whilewe agree with Fox’s strategic rationale (there it is again), we question whether Fox needs toown ROKU to achieve similar outcomes—a commercial partnership could potentially delivercomparable benefits. That said, we believe theacquisition helps clarify FOXA’s long-term intent.While it may create near-term pressure, it effectively buys time for FOXA todemonstrate its transition to streaming—one where TGR is no longer a negative value. Andrew Chung+1 917 344 8302andrew.chung@bernsteinsg.com Five key takeaways for us: Deal structure, leverage, and EPS.FOXA plans to acquire ROKU in a 60/40 cash-and-stock transaction, resulting in a still-healthy 2.9x net leverage at close. We expect EPSdilution of ~10% in 2028, pre-synergies. Valuation.The $22B price tag implies ~30x NTM EBITDA and ~60x NTM EPS (based onstreet consensus, which may prove conservative relative to buyside expectations). Whilerichly valued, strategic assets rarely come cheap—and ROKU is a unique asset for FOXA. Regulatory process.Both companies are subscale in streaming today, and the combinedentity would continue to face substantial competition across streaming and O/S (e.g.,Android, Tizen, webOS, etc). We do not anticipate significant regulatory hurdles. Strategic rationale.Could ROKU accelerate/extend digital subscription growth forFOXA’s properties? Probably. Does FOXA need to own ROKU to achieve this? Probably not—commercial partnerships could prove suffice. However, the advertising opportunity ismore intriguing. FOXA has onboarded more than 500 new advertisers over the past coupleof years, driving strong demand for its inventory and higher CPMs. With that momentum,FOXA could better monetize ROKU’s ad inventory through higher fill-rates and pricing. IfFOXA can demonstrate sustained traction in both subscription and advertising growth instreaming—offsetting concerns about the longer-term durability of its linear business—itsmultiple could re-rate. Perhaps a bit early to be too optimistic. Who else may enter the race.Several names have been floated over the years, but mostare not worth serious consideration in our view. The key question is: who could benefit fromROKU’s reach and/or could better monetize ROKU’s ad inventory? The list is short, andeven shorter at $160/share floor. We’d be disappointed to see a competing bid emerge. In Millions EXHIBIT 3:The Roku transaction appears to be dilutive (aprox. 10%) to EPS ex. synergies In Millions EXHIBIT 8:Advertising is a key expected revenue synergy, as Fox’s strong advertiser relationships and demand canbe combined with Roku’s scaled CTV inventory and 1P data to drive higher pricing and monetization. INVESTMENT IMPLICATIONS We maintain our Outperform rating for NFLX (PT: $110) and DIS (PT: $129); Market-Perform rating for FOX (PT: $73), WBD (PT:$27.75), and CMCSA (MP: $32); and Underperform rating for PSKY (PT: $12) - all unchanged. BERNSTEIN TICKER TABLE I. REQUIRED DISCLOSURES References to "Bernstein" or the “Firm” in these disclosures relate to the following entities: Bernstein Institutional Services LLC(April 1, 2024 onwards), Sanford C. Bernstein & Co., LLC (pre April 1, 2024), Bernstein Autonomous LLP, BSG France S.A. (April 1,2024 onwards), Sanford C. Bernstein (Hong Kong) Limited盛博香港有限公司,Sanford C. Bernstein (Canada) Limited, SanfordC. Bernstein (India) Private Limited (SEBI registration no. INH000006378), Sanford C. Bernstein (Singapore) Private Limited,Sanford C. Bernstein Japan KK(サンフォード・C・バーンスタイン株式会社)and analysts employed by Société GénéraleAfrica Technologies & Services to produce Bernstein research under a Global Services Agreement in place between Bernsteinand Société Générale. Bernstein is part of a joint venture between Société Générale (SG) and AllianceBernstein, L.P. (AB). Unless specifically notedotherwise, for purposes of these disclosures, references to Bernstein’s “affiliates” relate to both SG and AB and their respectiveaffiliates. VALUATION METHODOLOGY Netflix Inc We value NFLX’s shares at an implied 29x multiple (rounded) on FY27 EPS estimates of $3.80 (PT of $110). Two key assumptionsare ’27E EPS of $3.80 and 29x (rounded) EPS multiple. Fox Corp We value Fox on a discounted cash flow basis and reference terminal value assumptions using current trading multiples. The