ESOP company bought out

Hey all,

A few months ago I posted inquiring about how ESOP holders would be affected if their company is sold. Evidently enough, the company announced that it was sold yesterday in an all cash deal.

The acquiring company is offering the current employees to cash out their ESOP shares for fair market value and roll it over to one of their retirement plans (401k, IRA). My question is, would it even be worth it to roll over to an IRA if you are near retirement age?

Assume you roll it in to an IRA and invest in a mutual fund for a year that has a 0% return. After a year, you cash out your IRA. Wouldn’t you be taxed the same as if you were to never invest in the IRA? If fair market value was $25 and you bought shares for $10–wouldn’t you still receive ordinary tax on $10 and cap gain on the $15? Would this conclude there is no benefit to roll over to an IRA unless you plan to keep it for 5+ years?

I know I should talk to a CPA, but I figured I would see if anyone has a different opinion.