C.H. Robinson Worldwide has entered into a definitive agreement to acquire RXO in a stock-and-cash transaction with an implied value of approximately $5.8 billion, creating a combined third-party logistics company with an enterprise value of more than $25 billion.
Under the agreement, RXO shareholders will receive $17.25 in cash and 0.0856 shares of C.H. Robinson common stock for each RXO share they own, representing implied total consideration of $30.25 per share.
The implied consideration is based on C.H. Robinson’s 16-day volume-weighted average share price of $151.88 as of October 2, 2026.
The $30.25 per-share value represents a 27% premium to RXO’s 90-day volume-weighted average price and a 29% premium to RXO’s closing share price on October 2.
RXO shareholders will have the option to elect the standard mixed consideration, all-cash consideration of $30.25 per share or all-stock consideration of 0.1992 C.H. Robinson shares for each RXO share.
Those elections will be subject to proration and adjustment procedures designed to ensure that approximately 57% of the aggregate merger consideration is paid in cash and 43% is paid in C.H. Robinson shares.
RXO shareholders are expected to own approximately 11% of the combined company after the transaction closes.
The acquisition combines two large asset-light transportation networks and is expected to significantly expand C.H. Robinson’s scale across North American third-party logistics.
C.H. Robinson plans to combine its trucking brokerage, managed transportation and global forwarding operations with RXO’s North American brokerage, expedited transportation and last-mile delivery capabilities.
Management believes the combination will create a broader multi-modal platform capable of offering customers more transportation options across a denser network.
The combined organization is also expected to increase C.H. Robinson’s penetration across customer verticals and provide additional opportunities to serve companies with more complex end-to-end logistics requirements.
C.H. Robinson plans to integrate RXO primarily into its North American Surface Transportation division following closing.
A central part of the acquisition strategy involves applying C.H. Robinson’s Lean AI operating model to RXO’s operations.
C.H. Robinson expects the transaction to generate approximately $300 million in net run-rate cost synergies within two years after closing.
The company expects those savings to come from cost-to-serve improvements, operating efficiencies, shared-services savings and optimization of third-party spending.
C.H. Robinson also expects the acquisition to substantially expand its proprietary datasets, which it believes will improve the speed and precision of AI-supported sales, freight matching and procurement activities.
The larger network is expected to improve density, increase shipment volumes and give the combined company greater visibility into transportation markets across different freight cycles.
C.H. Robinson also sees meaningful cross-selling opportunities across the two companies’ customer bases.
The company expects the combination of its global multi-modal capabilities and RXO’s North American brokerage, expedited and last-mile services to help deepen existing customer relationships, increase its share of customers’ logistics spending and attract new enterprise customers.
Financially, C.H. Robinson expects the acquisition to become accretive to adjusted earnings per share within nine months after closing.
The company expects the transaction to be mid-teens accretive to adjusted EPS in 2028.
C.H. Robinson also expects increased productivity and cash generation from the combined company to support rapid debt reduction following the acquisition.
The company is targeting net leverage of between 1.75 times and 2.25 times last-12-month adjusted EBITDA by the end of 2028.
C.H. Robinson expects to maintain its investment-grade credit ratings and plans to pause share repurchases after the transaction closes until it reaches its targeted leverage range.
C.H. Robinson plans to finance the cash portion of the acquisition with new debt.
The company has entered into a fully underwritten commitment for a bridge financing facility with Morgan Stanley Senior Funding.
The boards of directors of C.H. Robinson and RXO unanimously approved the merger agreement.
The transaction is expected to close during the first half of 2027, subject to regulatory approval, approval by RXO shareholders and other customary closing conditions.
MFN Partners, which owns approximately 17% of RXO, has agreed to vote its shares in favor of the transaction and adoption of the merger agreement, subject to the terms of its agreement.
Morgan Stanley is serving as financial adviser to C.H. Robinson, while Gibson, Dunn & Crutcher is serving as legal counsel.
Goldman Sachs is serving as financial adviser to RXO, with Paul, Weiss, Rifkind, Wharton & Garrison serving as legal counsel.
KEY QUOTES:
“This transaction is a natural next step in our transformation, allowing us to create a more scaled, resilient North American third-party logistics provider positioned to offer exceptional customer service and redefine the future of our industry. Like C.H. Robinson, RXO is a customer-focused company with expertise and talent that will allow us to expand our capabilities to better support customers of all sizes on their most complex challenges. By applying our proven Lean AI model to RXO’s business, we expect to significantly enhance productivity to unlock compelling cost synergies. We are confident our experienced team and disciplined execution plan will allow us to seamlessly integrate our organizations and position the combined company to capture the expected synergies, drive innovation and deepen customer relationships to enhance profitable growth and shareholder value.”
Dave Bozeman, President and Chief Executive Officer of C.H. Robinson
“Joining C.H. Robinson represents an exciting next chapter for our company, our employees and our customers. We have built a strong business by staying relentlessly focused on our customers, operating with agility and delivering solutions that help them navigate an increasingly complex supply chain. By bringing together our complementary capabilities, talented teams and shared commitment to service, we will be able to offer customers greater scale, broader capabilities and even more value. I’m incredibly proud of what our team has built and excited about the opportunities ahead as part of C.H. Robinson.”
Drew Wilkerson, Chairman and Chief Executive Officer of RXO
“Orbis is RXO’s largest shareholder and has owned the Company since it became independent. We know the business and the team well, and we fully support this transaction. It gives RXO shareholders substantial cash today and continued ownership in a combined platform with significant upside.”
Adam R. Karr, President and Portfolio Manager at Orbis Investments
