C.H. Robinson Worldwide, Inc. has entered into a definitive agreement to acquire RXO Inc. in a stock-and-cash transaction valued at an implied $5.8 billion. Under the terms of the Merger Agreement, which was unanimously approved by the boards of both companies, RXO stockholders will receive $17.25 in cash and 0.0856 shares of C.H. Robinson common stock for each share of RXO they own. This standard consideration represents a total value of $30.25 per share. Shareholders have the option to elect to receive all cash ($30.25 per share) or all stock (0.1992 shares of C.H. Robinson common stock), with elections subject to proration to ensure approximately 57% of the total consideration is paid in cash and 43% in shares.
The transaction is expected to close in the first half of 2027 and is subject to customary closing conditions, including regulatory approvals and the adoption of the agreement by RXO’s stockholders. Following the merger, RXO’s common stock will be delisted from the New York Stock Exchange. The deal is projected to generate $300 million of net run-rate cost synergies within two years of closing. C.H. Robinson expects the acquisition to be accretive to adjusted earnings per share within nine months of the close and mid-teens accretive by 2028. The company plans to finance the cash portion of the deal with new debt financing and has secured a bridge facility with Morgan Stanley Senior Funding, Inc.
In connection with the agreement, MFN Partners LP, which owns approximately 17% of RXO, has agreed to vote its shares in favor of the transaction. C.H. Robinson intends to integrate RXO primarily into its NAST division. The combined company is expected to have an enterprise value of over $25 billion and will maintain its listing on the NASDAQ Global Select Market.
