C.H. Robinson agrees to buy RXO for $5.8 billion
RXO shareholders can choose from three cash-and-stock options as the freight broker agrees to merge into C.H. Robinson Worldwide, with the deal expected to close in the first half of 2027
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C.H. Robinson Worldwide has agreed to acquire RXO in a stock-and-cash deal valued at $5.8 billion, creating a combined freight brokerage with an enterprise value of more than $25 billion.
RXO shareholders can choose one of three options for each share they hold: $17.25 in cash plus 0.0856 of a C.H. Robinson share, $30.25 in cash, or 0.1992 of a C.H. Robinson share. Payouts are subject to proration. RXO's board has unanimously recommended the deal, and a shareholder holding about 17.04% of RXO's stock has already agreed to vote in favor.
RXO will merge into a C.H. Robinson subsidiary and come off the New York Stock Exchange. C.H. Robinson shares will keep trading on Nasdaq. The agreement includes a $175 million termination fee payable by RXO under certain conditions, and C.H. Robinson has lined up a 364-day bridge loan of up to $4.5 billion to help cover the cash portion. The deal is expected to close in the first half of 2027.
C.H. Robinson expects about $300 million in annual cost savings within two years of closing, and says the deal should add to adjusted earnings per share within nine months. The combination joins two of the largest non-asset-based logistics providers in the United States at a time when freight brokerage margins have been squeezed by a prolonged downturn in shipping volumes. The cash-and-stock structure, with shareholders able to choose their mix, lets C.H. Robinson manage its cash outlay through the bridge facility while giving RXO holders flexibility. The 18-month timeline to closing leaves room for regulatory review, but also exposes the deal to shifts in the freight cycle before it is finalized.