C.H. Robinson Worldwide, Inc. (CHRW) has entered into a definitive merger agreement to acquire RXO, Inc. (RXO). Under the terms of the agreement, RXO will become a wholly owned subsidiary of C.H. Robinson. The transaction offers RXO shareholders a choice of cash, stock, or a combination of both, subject to proration, and is expected to close in the first half of 2027.
Key Details
- Merger Consideration: RXO shareholders can elect to receive one of the following for each RXO share: (i) Standard Consideration of $17.25 in cash and 0.0856 shares of CHRW stock, (ii) an all-cash consideration of $30.25, or (iii) an all-stock consideration of 0.1992 shares of CHRW stock. All-cash and all-stock elections are subject to proration.
- Timeline & Conditions: The transaction is expected to close in the first half of 2027, subject to customary closing conditions, including approval by RXO stockholders and the expiration of the waiting period under the HSR Act and other regulatory clearances.
- Financing & Termination: C.H. Robinson has secured a commitment for a $4.5 billion bridge loan facility to support the transaction, though the deal is not conditioned on financing. The agreement includes a $175 million termination fee payable by RXO to C.H. Robinson under certain specified circumstances.