- C.H. Robinson Worldwide, Inc. (NASDAQ: CHRW) has agreed to acquire RXO Inc. (NYSE: RXO) for an implied $5.8 billion, combining two major third-party logistics businesses as the freight market remains under pressure.
C.H. Robinson announced the transaction on Oct. 5, saying the combination will create a logistics company with an enterprise value exceeding $25 billion. The deal is expected to expand C.H. Robinson's North American freight brokerage network while adding RXO's capabilities in expedited transportation and last-mile delivery.
The transaction is structured primarily as a combination of cash and C.H. Robinson shares. RXO shareholders will receive $17.25 in cash plus 0.0856 C.H. Robinson shares for each RXO share, implying total consideration of $30.25 per RXO share.
That represents a 29% premium to RXO's Oct. 2 closing price and a 27% premium to its 90-day volume-weighted average price. RXO investors are expected to own about 11% of the combined company after closing.
C.H. Robinson Expands Freight and Last-Mile Operations
The acquisition brings together two asset-light transportation businesses with significant exposure to freight brokerage and managed transportation. C.H. Robinson operates a broad multimodal network spanning truckload, less-than-truckload, ocean, air, and other logistics services.
RXO is particularly concentrated in truck brokerage, while also operating expedited and last-mile delivery businesses. The companies said the combination will create a larger and denser network across transportation modes and customer segments.
The deal comes as logistics companies continue to operate through a difficult freight cycle. RXO reported $1.8 billion in second-quarter 2026 revenue, up from $1.4 billion a year earlier, but its gross margin declined to 13.9% from 17.8%. The company posted a $9 million GAAP net loss and $40 million of adjusted EBITDA for the quarter.
C.H. Robinson entered the transaction from a stronger operating position. Its second-quarter revenue increased 19.3% to $4.93 billion, while gross profit rose 6.8% to $725.9 million. Its North American Surface Transportation division reported a 1.5% increase in volume from a year earlier, even as the Cass Freight Shipment Index declined 3.3%.
That contrast is important to the transaction because North American Surface Transportation is already a major part of C.H. Robinson's business. The company reported $3.59 billion in second-quarter NAST revenue, up 23.1% year over year, with adjusted gross profit rising 8.6%.
The acquisition also arrives as higher fuel costs remain a concern for transportation companies. Rising crude prices have already increased pressure on diesel and other fuel-intensive businesses, adding another variable for freight operators and logistics providers.
$300 Million Synergy Target Puts Focus on Integration
C.H. Robinson expects the transaction to generate approximately $300 million in annual net run-rate cost synergies within two years of closing. The company plans to apply its Lean AI operating model to RXO and pursue savings through operating efficiencies, cost-to-serve improvements, shared services and third-party spending.
C.H. Robinson also said it expects the acquisition to increase adjusted earnings per share within nine months of closing. The company intends to pause share repurchases following the transaction until leverage returns to its targeted range of 1.75 times to 2.25 times net debt to adjusted EBITDA.
The cash portion of the acquisition will be financed with new debt. C.H. Robinson has secured a fully underwritten bridge financing commitment from Morgan Stanley Senior Funding to support the transaction.
RXO shareholders can elect an all-cash or all-stock alternative, although proration provisions are designed to keep the overall consideration at approximately 57% cash and 43% stock. RXO's board and C.H. Robinson's board have both unanimously approved the agreement.
The transaction is expected to close in the first half of 2027, subject to RXO shareholder approval, regulatory clearance, and other customary closing conditions. RXO will be integrated primarily into C.H. Robinson's North American Surface Transportation division once the deal is completed.
The market reaction highlighted the different expectations for the two companies. Reuters reported that RXO shares initially rose sharply after the announcement, while C.H. Robinson shares fell, as investors weighed the premium paid for RXO and the financing and integration requirements against the potential cost savings.
For investors following transportation and logistics stocks, the transaction adds another major deal to an increasingly active M&A market. The broader stock market has also been responding to elevated oil prices, Treasury yields, and corporate deal activity, factors that can influence valuations across cyclical industries.
Chart/image concept: A clean M&A comparison graphic showing C.H. Robinson and RXO side by side, the $5.8 billion transaction value, $30.25 implied RXO share price, 29% premium, $300 million expected annual synergies, and more than $25 billion combined enterprise value.
Tags: C.H. Robinson, RXO, CHRW stock, RXO stock, logistics stocks, freight stocks, transportation stocks, mergers and acquisitions, last-mile delivery, freight brokerage.