That's exactly what I got from Trowe Price, agree or disagree with the buy out. The main reason for this is to help combat law firms from gathering shares holders to sue in response to the buy out. They can use the "tendered" shares as shareholder acceptance against a law suit for "non acceptance" and legal suit for more money. Either way, XPO will buy your shares and the money will be placed in a retirement date fund within your 401K. This is NOT a roll over situation!!!. Although, in the future, should XPO negate our 401k, it WILL become a roll over situation. At which time, one has the 60 or 90 day option (I forget, sorry) to roll over into XPO's 401K program or an IRA somewhere else, without tax or penalty. The only time one would get taxed and pay a penalty is if one takes a cash disbursement.