C.H. Robinson said on October 4, 2026 it entered into an Agreement and Plan of Merger with RXO, Rover Merger Sub Inc. and Viking Logistics LLC. Upon completion of the two-step merger (the First Merger and the Second Merger), RXO will become a wholly owned subsidiary of the Company, and the Company said it expects the closing in the first half of 2027.

1. 01

   C.H. Robinson said on October 4, 2026 it entered into an Agreement and Plan of Merger with RXO, Rover Merger Sub Inc. and Viking Logistics LLC. Upon completion of the two-step merger (the First Merger and the Second Merger), RXO will become a wholly owned subsidiary of the Company, and the Company said it expects the closing in the first half of 2027.

2. 02

   The Company said it will pay RXO common stockholders, as Standard Consideration per share, cash of $17.25 and 0.0856 shares of Company common stock. Stockholders may elect to receive cash of $30.25 or 0.1992 shares of Company common stock, and shares for which no election is made will receive the Standard Consideration, with elections subject to proration.

3. 03

   C.H. Robinson said on October 4, 2026 it entered into a commitment letter with Morgan Stanley Senior Funding, Inc. and other commitment parties for a 364-day senior unsecured bridge term loan facility with an aggregate principal amount of up to $4.5 billion. The Company said it may use the facility to finance a portion of the cash consideration, refinance RXO's existing credit facility and pay related fees and expenses.

4. 04

   C.H. Robinson said RXO must pay the Company a termination fee of $175 million if the Merger Agreement is terminated under certain specified circumstances. The Company also said it entered into a Support Agreement with a stockholder holding approximately 17.04% of RXO's outstanding shares, pursuant to which the stockholder agreed to vote in favor of the Transaction. The Company said closing is subject to conditions including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

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AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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