C.H. Robinson to Merge with RXO In Stock and Cash Deal

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AI Summary

C.H. Robinson Worldwide, Inc., a leading provider of asset-light tech-enabled transportation solutions, on October 2, 2026, announced it has entered into a merger agreement under which C.H. Robinson to merge with RXO in a stock and cash transaction at an estimated value of $5.8 billion and form a merged business with an overall value of over $25 billion.

The acquisition of RXO combines two complementary networks and further broadens and bolsters C.H. Robinson’s multi-modal platform in order to boost growth and increase reach throughout all modes and segments. The combined strength of the two companies’ trucking broking and managed transportation businesses, in addition to C.H. Robinson’s global forwarding and RXO’s expertise in expedited shipments and last mile, will provide customers with a broader set of offerings across a larger and denser network.

C.H. Robinson expects to deliver approximately $300 million of net run-rate cost synergies within just two years of closing through the rollout of its successful Lean AI operating model across RXO’s business. These productivity improvements are expected to create a more resilient platform to drive profitable growth with improved operating leverage and margins, irrespective of the freight market environment.

Says Dave Bozeman, C.H. Robinson President and Chief Executive Officer, “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.”

Drew Wilkerson, RXO Chairman and Chief Executive Officer, opines, “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.”

Adam R. Karr, President and Portfolio Manager of Orbis Investments, remarks that “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.”

Financial & Strategic Benefits

Provides compelling cost synergy opportunities using C.H. Robinson’s Lean AI operating model – C.H. Robinson anticipates it will realize significant productivity gains and generate operating margin expansion as it implements its established Lean AI operating model to RXO’s business. The transaction is projected to provide roughly $300 million of net run-rate cost synergies within 2 years of transaction close via cost-to-serve possibilities, operational efficiency, shared-services savings, and third-party spend optimization. The anticipated synergies will enable the combined company to exploit operating leverage and generate substantial shareholder value. The acquisition will also significantly enhance C.H. Robinson’s proprietary datasets, further boosting the speed and accuracy of its AI-powered sales, matching, and procurement capabilities.

Increases scale when it comes to large fragmented market – RXO’s addition will increase C.H. Robinson’s network density and broaden its capabilities, driving incremental volumes and increasing penetration across verticals. The combined company will have a complementary platform and diversified customer exposure, giving it increased market visibility and enhancing its ability to drive growth through market cycles.

Expands and enhances offerings to meet customers’ end-to-end needs – The combination of C.H. Robinson’s global, multi-modal solutions with RXO’s capabilities in North American broking, expedited and last mile will offer more tailored solutions to deepen relationships, increase wallet share and win new enterprise customers. The companies’ complementary commercial offerings and diverse customer base will also generate compelling cross-selling opportunities.

Strengthens financial profile to promote deleveraging – C.H. Robinson expects the transaction to be accretive to adjusted EPS1 within 9 months of the transaction close and mid-teens accretive to adjusted EPS in 2028. Also, we anticipate that the productivity improvements will drive increased cash flow generation to encourage fast de-leveraging to the target leverage range of C.H. Robinson of 1.75x to 2.25x net debt to LTM adjusted EBITDA by the end of 2028, with flexibility to continue growth investments. C.H. Robinson expects to keep its strong investment grade credit ratings and will pause share repurchases until it achieves its target leverage ratio after the closing of the transaction.

Details of Transaction

C.H. Robinson to merge with RXO will result in RXO stockholders being paid $17.25 per share in cash and 0.0856 shares of C.H. Robinson common stock for each share of RXO held, for an implied total consideration of $30.25 per share.

The transaction represents a premium of 27% to RXO’s 90-day volume-weighted average price and a premium of 29% to RXO’s closing price on October 2, 2026.

Pursuant to the merger agreement, RXO stockholders will have the right to elect to receive either the standard mixed consideration of $17.25 in cash and 0.0856 shares of C.H. Robinson common stock,  all-cash consideration of $30.25 per share or all-stock consideration of 0.1992 shares of C.H. Robinson common stock, in each case subject to proration as well as adjustment procedures that are designed to ensure that, in the aggregate, approximately 57% of the merger consideration is paid in cash and 43% is paid in shares of C.H. Robinson common stock. At the closing of the transaction, RXO stockholders are expected to own 11% of the combined company.

The Boards of both companies have unanimously approved the merger agreement, which is anticipated to close in the first half of 2027, subject to the customary closing terms and regulatory approval and approval of RXO’s stockholders. In connection with the Merger Agreement, MFN Partners LP has agreed, among other things, to vote all of its shares of RXO, which represents roughly 17%, in favor of the Merger and the adoption of the Merger Agreement and, subject to certain exceptions, not to transfer its shares.

C.H. Robinson will fund the cash consideration with new debt financing and has signed a completely underwritten commitment for a bridge facility with Morgan Stanley Senior Funding, Inc. Upon closing of the transaction, C.H. Robinson will primarily integrate RXO into its NAST division.

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