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# RXO Holders Offered $30.25 A Share In C.H. Robinson's $5.8 Billion Cash-And-Stock Deal
- URL: https://www.bullished.co/rxo-holders-offered-30-25-a-share-in-c-h-robinsons-5-8-billion-cash-and-stock-deal-875b14dd/
- Published: 2026-10-05T12:41:22.000Z
- Updated: 2026-10-05T12:41:22.000Z
- Description: C.H. Robinson targets $300 million in cost savings and a 29% premium, with a $175 million breakup fee if RXO walks.
- Author: Matteo Parrino
- Tags: SEC Filings, RXO, Industry: Industrials

C.H. Robinson agreed Sunday to buy RXO in a cash-and-stock deal worth an implied [$5.8 billion](https://www.sec.gov/Archives/edgar/data/0001929561/000114036126038548/ef20083265%5Fex99-1.htm?ref=bullished.co), or $30.25 per RXO share, according to an 8-K and a press release. It joins two North American freight brokerage operators, and C.H. Robinson plans to run the result on its Lean AI operating model.

## What the filing says

Each RXO share converts into $17.25 in cash plus 0.0856 of a C.H. Robinson share, the companies said. That is the standard package, and shares with no election get it.

Holders may instead elect all cash at $30.25, or all stock at 0.1992 of a C.H. Robinson share. Those elections are prorated so total cash and shares issued match what the standard package would have produced, according to the [8-K](https://www.sec.gov/Archives/edgar/data/0001929561/000114036126038548/ef20083265%5F8k.htm?ref=bullished.co).

The price is a 29% premium to RXO's close on Friday, October 2, and a 27% premium to its 90-day volume-weighted average price, per the press release. RXO stockholders are expected to own 11% of the combined company.

C.H. Robinson expects about [$300 million](https://seekingalpha.com/news/4650124-ch-robinson-worldwide-strikes-a-58b-deal-to-acquire-rxo?ref=bullished.co) of net run-rate cost synergies within two years of closing. It says the deal will be mid-teens accretive to adjusted earnings per share in 2028\. The summary of the announcement adds that C.H. Robinson plans to pause buybacks until it pays down acquisition debt.

## Deal protections and conditions

RXO would owe C.H. Robinson a $175 million termination fee in specified circumstances. These include a change in its board's recommendation, a breach of the ban on soliciting rival bids, or a switch to a superior proposal. The fee is also due if a rival bid surfaces, the deal fails, and RXO signs another deal within 12 months. It is payable only once.

MFN Partners, which holds about 17% of RXO's shares, agreed Sunday to vote in favor. RXO's board unanimously recommended that holders adopt the agreement.

Closing needs a majority vote of RXO's outstanding shares, expiry of the Hart-Scott-Rodino antitrust waiting period (the U.S. merger review clock), clearance in certain other jurisdictions, Nasdaq listing approval for the new shares and an effective Form S-4 registration.

## What to watch

The companies target a close in the first half of 2027\. Either side can walk away if the deal is not done by July 4, 2027, with two optional three-month extensions if only regulatory approvals remain. C.H. Robinson intends to file a proxy statement with the SEC for the RXO shareholder vote. After closing, RXO shares would be delisted from the New York Stock Exchange.

The outside date of July 4, 2027, with two possible three-month extensions, sets the longest the antitrust review can run before either side may exit.

### Sources

- [8-K Filing — RXO, Inc. (RXO)](https://www.sec.gov/Archives/edgar/data/0001929561/000114036126038548/ef20083265%5F8k.htm?ref=bullished.co) — SEC EDGAR
- [Exhibit ef20083265\_ex99-1.htm — RXO, Inc. 8-K exhibit](https://www.sec.gov/Archives/edgar/data/0001929561/000114036126038548/ef20083265%5Fex99-1.htm?ref=bullished.co) — SEC EDGAR
- [RXO Stock Soars. C.H. Robinson Is Buying It for Implied Value of $5.8 Billion.](https://www.barrons.com/articles/rxo-stock-ch-robinson-acquisition-8e028575?ref=bullished.co) — Barron's
- [BREAKING: C.H. Robinson acquiring RXO - News Discussion - FreightWaves Forum](https://forum.freightwaves.com/t/breaking-c-h-robinson-acquiring-rxo/12103?ref=bullished.co) — forum.freightwaves.com
- [C.H. Robinson Worldwide strikes a $5.8B deal to acquire RXO (CHRW:NASDAQ) | Seeking Alpha](https://seekingalpha.com/news/4650124-ch-robinson-worldwide-strikes-a-58b-deal-to-acquire-rxo?ref=bullished.co) — seekingalpha.com