C.H. Robinson Worldwide said Monday it has agreed to acquire rival freight brokerage RXO in a stock-and-cash deal valued at $5.8 billion, combining two of the largest third-party logistics providers in North America into a company with an enterprise value of more than $25 billion.
Under the terms of the merger agreement disclosed in a securities filing, RXO shareholders will receive $17.25 in cash plus 0.0856 of a C.H. Robinson share for each RXO share they hold, implying total consideration of $30.25 a share — a 27% premium to RXO's 90-day volume-weighted average price. RXO shareholders are expected to own about 11% of the combined company once the deal closes.
C.H. Robinson, based in Eden Prairie, Minnesota, is one of the largest non-asset-based freight brokers in the US, arranging truckload, less-than-truckload and global-forwarding shipments for a wide range of shippers. RXO, spun off from XPO in 2022 and based in Charlotte, North Carolina, has built a sizable truck-brokerage and managed-transportation business of its own alongside a last-mile delivery unit.
A Bet on Scale
Executives at both companies framed the deal as a wager on scale in a freight market that has been pressured for several years by soft shipping volumes and excess trucking capacity.
"This transaction is a natural next step in our transformation, allowing us to create a more scaled, resilient North American third-party logistics provider."
— Dave Bozeman, President and CEO, C.H. Robinson
Drew Wilkerson, RXO's chairman and CEO, called the combination "an exciting next chapter" for the company's employees and customers. C.H. Robinson expects to generate about $300 million in net run-rate cost synergies within two years of closing by applying what it calls its "Lean AI" operating model — pricing and routing software the company has built out internally — across the combined business.
The deal is subject to approval from RXO shareholders and antitrust regulators and is expected to close in the first half of 2027. C.H. Robinson said it has lined up $4.5 billion in committed financing, including a bridge facility underwritten by Morgan Stanley, to cover the cash portion of the purchase price.
The transaction adds to a busy stretch of logistics-sector consolidation, as freight brokers have sought scale to better withstand a prolonged trucking downturn and to invest in the pricing and load-matching software increasingly seen as a competitive differentiator in the industry.
