C. H. Robinson (CHRW) M&A announcement summary

Deal rationale and strategic fit

• Combines complementary logistics networks to increase North American density, broaden customer coverage and support growth across freight-market cycles.

• Adds RXO’s brokerage, managed transportation, expedited, last-mile, drop-trailer and multimodal capabilities, with cross-selling opportunities and limited customer overlap.

• Expanded proprietary datasets and network scale are expected to improve AI-driven sales, freight matching, procurement and service levels.

Financial terms and conditions

• RXO holders receive $17.25 cash plus 0.0856 shares per share, implying $30.25 per share, $5.3B equity value and $5.8B enterprise value.

• Offer premiums are 27% to RXO’s 90-day VWAP and 29% to its Oct. 2, 2026 closing price; RXO holders are expected to own ~11% of the combined platform.

• Combined 2026E gross revenue exceeds $25B and adjusted EBITDA is projected above $1.5B, including synergies; implied transaction multiple is 13.2x 2026E adjusted EBITDA including synergies.

• Adjusted EPS is expected to be accretive within nine months of close and reach mid-teens accretion in 2028.

• Cash consideration is backed by committed financing, including a $4.5B facility; elections for all-cash or all-stock consideration are subject to proration and adjustment.

Synergies and expected cost savings

• Target is ~$300M in net annual run-rate cost synergies within two years post-close, inclusive of estimated revenue dis-synergies from customer overlap.

• Savings levers include lower cost to serve, shared-services consolidation, AI-enabled productivity, removal of duplicate third-party services, real estate consolidation and insurance procurement efficiencies.

• Applying the lean operating model and in-house technology to RXO volumes is expected to improve productivity, margins and operating leverage.