Cintas Proposes to Acquire UniFirst for $275.00 Per Share in Cash
Cintas (CTAS) has proposed to acquire UniFirst (UNF) for $275.00 per share in cash, representing a total value of approximately $5.3 billion. The offer represents a 46% premium to UniFirst's 90-day average closing price as of January 6, 2025.
The proposal was initially delivered on November 8, 2024, but UniFirst's Board has refused to engage despite multiple attempts by Cintas. The combined company would serve over 1 million business customers across the US and Canada, providing enhanced processing capacity and route density.
This marks Cintas's second attempt to acquire UniFirst, following a previous offer of $255 per share in February 2022. The current proposal is not subject to financing contingencies and would be funded through cash on hand, credit lines, and other financing sources. The transaction requires UniFirst shareholder and regulatory approvals.
Cintas (CTAS) ha proposto di acquisire UniFirst (UNF) per $275.00 per azione in contanti, rappresentando un valore totale di circa $5,3 miliardi. L'offerta rappresenta un premio del 46% rispetto al prezzo di chiusura medio di UniFirst negli ultimi 90 giorni, fino al 6 gennaio 2025.
La proposta 猫 stata consegnata inizialmente l'8 novembre 2024, ma il Consiglio di Amministrazione di UniFirst ha rifiutato di negoziare nonostante i molteplici tentativi da parte di Cintas. La societ脿 risultante servirebbe oltre 1 milione di clienti business negli Stati Uniti e in Canada, offrendo una capacit脿 di elaborazione migliorata e una maggiore densit脿 di percorsi.
Questa 猫 la seconda volta che Cintas prova ad acquisire UniFirst, dopo un'offerta precedente di $255 per azione nel febbraio 2022. La proposta attuale non 猫 soggetta a condizioni di finanziamento e sar脿 finanziata attraverso liquidit脿 disponibile, linee di credito e altre fonti di finanziamento. La transazione richiede l'approvazione degli azionisti di UniFirst e delle autorit脿 di regolamentazione.
Cintas (CTAS) ha propuesto adquirir UniFirst (UNF) por $275.00 por acci贸n en efectivo, lo que representa un valor total de aproximadamente $5.3 mil millones. La oferta representa una prima del 46% sobre el precio de cierre promedio de UniFirst durante los 煤ltimos 90 d铆as hasta el 6 de enero de 2025.
La propuesta fue entregada inicialmente el 8 de noviembre de 2024, pero la Junta Directiva de UniFirst se ha negado a participar a pesar de los m煤ltiples intentos de Cintas. La empresa resultante atender铆a a m谩s de 1 mill贸n de clientes comerciales en EE.UU. y Canad谩, ofreciendo una mayor capacidad de procesamiento y densidad de rutas.
Este es el segundo intento de Cintas para adquirir UniFirst, tras una oferta anterior de $255 por acci贸n en febrero de 2022. La propuesta actual no est谩 sujeta a contingencias de financiamiento y se financiar谩 con efectivo disponible, l铆neas de cr茅dito y otras fuentes de financiamiento. La transacci贸n requiere la aprobaci贸n de los accionistas de UniFirst y de las autoridades regulatorias.
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鞚吹鐢 Cintas臧 UniFirst毳 鞚胳垬頃橂牑电 霊 氩堨Ц 鞁滊弰搿, 2022雲 2鞗旍棎 $255鞚 臧瓴╈溂搿 鞝滌晥頃 鞚挫爠 鞁滊弰臧 鞛堨棃鞀惦媹雼. 順勳灛 鞝滌晥鞚 鞛愱笀 臁半嫭 臁瓣贝鞐 甑暊氚涭 鞎婌溂氅, 順勱笀 氤挫湢鞎, 鞁犾毄 頃滊弰 氚 旮绊儉 鞛愱笀 臁半嫭 於滌矘毳 韱淀暣 鞛愱笀鞚 歆鞗愲悹 瓴冹瀰雼堧嫟. 鞚 瓯半灅电 UniFirst 欤检<鞚 鞀轨澑瓿 攴滌牅 鞀轨澑鞚 頃勳殧頃╇媹雼.
Cintas (CTAS) a propos茅 d'acqu茅rir UniFirst (UNF) pour $275.00 par action en esp猫ces, repr茅sentant une valeur totale d'environ 5,3 milliards de dollars. L'offre repr茅sente une prime de 46 % par rapport au prix de cl么ture moyen de UniFirst au cours des 90 derniers jours au 6 janvier 2025.
La proposition a 茅t茅 initialement soumise le 8 novembre 2024, mais le conseil d'administration d'UniFirst a refus茅 de s'engager malgr茅 plusieurs tentatives de Cintas. La soci茅t茅 combin茅e servirait plus d'un million de clients commerciaux aux 脡tats-Unis et au Canada, offrant une capacit茅 de traitement am茅lior茅e et une densit茅 de routes accrue.
C'est la deuxi猫me tentative de Cintas d'acqu茅rir UniFirst, suite 脿 une pr茅c茅dente offre de 255 dollars par action en f茅vrier 2022. La proposition actuelle n'est pas soumise 脿 des conditions de financement et sera financ茅e par des liquidit茅s disponibles, des lignes de cr茅dit et d'autres sources de financement. La transaction n茅cessite l'approbation des actionnaires d'UniFirst et des autorit茅s de r茅gulation.
Cintas (CTAS) hat vorgeschlagen, UniFirst (UNF) 蹿眉谤 $275.00 pro Aktie in bar zu erwerben, was einen Gesamtwert von etwa $5,3 Milliarden darstellt. Das Angebot stellt eine Pr盲mie von 46 % gegen眉ber dem 90-t盲gigen Durchschnittspreis von UniFirst zum 6. Januar 2025 dar.
Der Vorschlag wurde urspr眉nglich am 8. November 2024 眉bermittelt, aber der Vorstand von UniFirst hat sich trotz mehrerer Versuche von Cintas geweigert, mit ihnen zu verhandeln. Das kombinierte Unternehmen w眉rde 眉ber 1 Million Gesch盲ftskunden in den USA und Kanada bedienen und eine verbesserte Verarbeitungsf盲higkeit sowie eine h枚here Routen-Dichte bieten.
Dies ist der zweite Versuch von Cintas, UniFirst zu 眉bernehmen, nachdem bereits im Februar 2022 ein Angebot von $255 pro Aktie vorlag. Der aktuelle Vorschlag unterliegt keinen Finanzierungsbedingungen und wird durch Cash, Kreditlinien und andere Finanzierungsquellen finanziert. Die Transaktion erfordert die Genehmigung der Aktion盲re von UniFirst sowie der Regulierung.
- 46% premium offered to shareholders over 90-day average price
- Total transaction value of $5.3 billion with immediate cash payment
- No financing contingency risk
- Expected operational synergies and cost savings
- Enhanced market reach with over 1 million combined customers
- UniFirst Board's repeated rejection and refusal to engage
- Regulatory approval uncertainty
- UniFirst stock underperformed compared to S&P 500 and CTAS since 2022 offer
Insights
This acquisition proposal represents a major strategic move in the uniform rental and facility services industry. The
The market reaction to UniFirst's prior rejection is telling - while UniFirst shares declined
A key strategic element is the
This proposed merger would reshape the competitive landscape in the uniform services industry. The combined entity would gain critical scale advantages in route density and processing capacity, essential for competing against emerging threats from well-capitalized new entrants in last-mile delivery and facility solutions.
The timing is strategic - both companies are investing heavily in CRM, branding and ERP systems. Consolidating these technology investments could accelerate digital transformation while reducing duplicate spending. The combined infrastructure would create a more efficient service network, particularly valuable in an industry where local market density directly impacts profitability.
UniFirst's repeated rejection without engagement appears shortsighted given industry consolidation trends and rising technology investment requirements. Their standalone performance since rejecting the 2022 offer suggests challenges in executing their independent strategy.
The public disclosure of this previously private acquisition attempt raises significant governance questions. UniFirst's board's repeated refusal to engage in discussions, despite the compelling premium and strategic rationale, may face scrutiny from shareholders. The
Cintas' approach demonstrates careful preparation, including antitrust pre-work with Davis Polk and Compass Lexecon, showing serious intent and regulatory feasibility. Their willingness to explore alternative consideration forms and value-enhancement opportunities reflects a constructive approach to negotiations.
The board's fiduciary duty typically requires good-faith evaluation of credible offers. UniFirst's dismissive response without substantive engagement could be challenged by shareholders, particularly given their underperformance relative to both Cintas and the broader market since rejecting the 2022 offer.
Proposal represents
Combination would accelerate benefits to customers, employee-partners and shareholders from ongoing technology investments
The Proposal was initially delivered to the UniFirst Board on November 8, 2024. Despite Cintas鈥 multiple attempts to engage in a collaborative discussion, including a willingness to identify potential sources of additional value that would enable Cintas to increase its offer price and the Company鈥檚 openness to exploring alternative forms of consideration for the benefit of UniFirst shareholders, UniFirst鈥檚 Board has refused to meet.
Todd Schneider, President and Chief Executive Officer of Cintas, said, 鈥淲e firmly believe in the compelling strategic fit between our two companies, and our offer would deliver immediate and compelling value to UniFirst shareholders. The combination would also amplify the benefits of Cintas and UniFirst鈥檚 ongoing technology investments to drive growth and benefit our collective customers and employee-partners.鈥
鈥淲hile we would have preferred to have discussions with UniFirst in private, this is the second time in nearly three years that UniFirst has refused our constructive attempts to engage on an extremely compelling offer. Our decision to publicize our Proposal reflects our conviction in the merits of the combination, the value we place on UniFirst and its team and belief that UniFirst shareholders should know the value they stand to realize. We call on the UniFirst Board, its controlling shareholders and management team to immediately engage with us to reach a mutually acceptable definitive agreement that delivers the full value of this combination for shareholders and other stakeholders.鈥
The combined company would provide innovative products and outstanding service to well over 1 million business customers across the US and
- Compelling Strategic and Industrial Logic Delivers Benefits for Combined Company鈥檚 Customers and Employee-Partners: Cintas and UniFirst are a compelling strategic fit with shared priorities to enhance service for customers. A combination would accelerate the benefits of the companies鈥 investments in technology and create opportunities to leverage the combined infrastructure and route networks. Together, Cintas and UniFirst would also be better able to meet the challenges posed by continued and increasing competition from much larger and better-capitalized companies focused on increasing their garment and facility solutions and investing in last mile fleets.
- Opportunity for UniFirst Team: Like UniFirst, Cintas has a nearly century-long heritage and deep family roots, and Cintas greatly respects the Croatti family and UniFirst team and the way they serve their customers. An enduring value at Cintas is the importance of its employees, whom it calls 鈥減artners,鈥 sharing collectively in the Company鈥檚 success. Cintas would welcome UniFirst employees and ensure opportunities to develop and prosper within Cintas.
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Delivering Compelling, Immediate and Certain Value for UniFirst and Cintas Shareholders: Under the terms of the Proposal, UniFirst shareholders would receive an immediate and compelling
46% premium for their UniFirst shares in cash. The proposed acquisition is expected to be accretive to Cintas shareholders and would unlock attractive operating cost synergies for the combined company.79% of UniFirst common shares are held by investors that also own Cintas stock.
- Clear Path to Completion: Cintas has conducted significant work on the regulatory front, including with leading regulatory counsel and other advisors, and is confident in the path through regulatory review and closing.
Customary Approvals and No Financing Contingency
Completion of the contemplated transaction is contingent upon reaching a definitive agreement and would be subject to the satisfaction of customary closing conditions, including receipt of UniFirst shareholder and required regulatory approvals. The proposed transaction would not be subject to any financing contingencies or approval by Cintas鈥 shareholders. The cash consideration would be financed from Cintas cash on hand, committed lines of credit and/or other available sources of financing.
Engagement History
Cintas initially approached UniFirst and delivered an indication of interest to acquire UniFirst for
On November 8, 2024, Cintas delivered its Proposal to acquire UniFirst for
On December 3, 2024, Cintas reiterated its Proposal to UniFirst and requested an in person meeting to discuss the Proposal, as well as potential sources of additional value that would allow Cintas to increase its offer. UniFirst again rejected the Proposal on December 9, 2024, and refused any further engagement.
On December 20, 2024, Cintas reiterated the Proposal and its willingness to meet with UniFirst and expressed a commitment to address UniFirst鈥檚 comments outlined in UniFirst鈥檚 rejection, including that Cintas may be willing to increase its Proposal of
The current Proposal of
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46% premium to UniFirst's ninety-day average closing price as of January 6, 2025; -
54% premium to UniFirst's closing price on February 7, 2022, the date of Cintas鈥 Prior Proposal.
The full text of the letters exchanged between Cintas and UniFirst from November 8, 2024, to the most recent on January 7, 2025, are included below.
Letters Exchanged Between Cintas and UniFirst
November 8, 2024
Raymond C. Zemlin, Chairman of the Board of Directors
Steven S. Sintros, President and Chief Executive Officer
UniFirst Corporation
68 Jonspin Road
Gentlemen:
I have appreciated our prior discussions regarding the potential combination of UniFirst Corporation (鈥淯niFirst鈥) with Cintas Corporation (鈥淐intas鈥). As you know, we admire UniFirst for its track record of performance and the quality of its people. We firmly believe there is a compelling strategic and cultural fit between our two companies, and that Cintas would provide an excellent long-term home for UniFirst. Our combination would help maximize the success of UniFirst's operations and people over the long-term.
On behalf of Cintas, I would like to express Cintas' strong interest in pursuing a combination with UniFirst. To that end, we are pleased to submit this non-binding proposal (this 鈥淧roposal鈥) to acquire UniFirst in a transaction with an implied total transaction value of approximately
The proposed purchase price per share of
We believe our Proposal represents a compelling proposition for UniFirst and its shareholders. We would like to emphasize the following characteristics of our Proposal in particular:
- A combination of Cintas and UniFirst has a strong strategic and industrial logic, would create a leading company in the industry, better able to meet the challenges posed by continued and increasing competition from much larger and better-capitalized companies that are focused on increasing their garment and facility solutions and investing in last mile fleets;
- Our Proposal represents a meaningful increase from our Prior Proposal;
- The proposed transaction would not be subject to any financing contingencies or approval by Cintas' shareholders;
- We have done substantial work on the regulatory front, including engaging leading antitrust lawyers at Davis Polk & Wardwell, LLP and economists at Compass Lexecon, and we are confident that we have a path to obtaining the regulatory approvals necessary to consummate the proposed transaction; and
- We stand ready to commence and complete due diligence quickly, and to discuss and agree on the terms of a definitive agreement in parallel.
We believe that your board members, as well as your shareholders, will enthusiastically support this Proposal. Interestingly, both Blackrock and The Vanguard Group are significant shareholders of both our companies.
We believe the employees of UniFirst will be critical to the long-term success of the combined company. Cintas has a history of providing leadership and growth opportunities across its global organization to employees of acquired businesses. At the appropriate time, we look forward to discussing the retention of key talent and the best way to integrate our respective teams to ensure successful leadership of the combined business. Our objective would be to ensure that UniFirst's management and employees have the opportunity to develop and prosper within the Cintas organization.
During several of my prior conversations with Steve as well as on your earnings calls, you discussed the importance of three critical areas of investment - CRM, Brand and ERP. Interestingly, we have identified technology and brand as significant priorities for Cintas in the coming years. The priorities of our organizations being well-aligned speaks to how important these areas are and the value that could be derived by putting our companies together and leveraging these subjects for the greater benefit of our collective employees, customers and shareholders. In addition, we would be able to better leverage our infrastructure and route networks to enhance service to our customers and prospects enabling us to better compete in an increasingly competitive environment. Our opportunities together are both compelling and exciting.
This proposal is non-binding and does not constitute, or create any legally binding obligation, liability or commitment by Cintas, or any of its affiliates, regarding the proposed transaction unless and until a definitive agreement is executed by Cintas and UniFirst. Cintas reserves the right to withdraw this proposal at its discretion.
I want to assure you that the proposed transaction is a top priority within our organization. Our executive management and advisors are prepared to commence private engagement immediately. We are committed to devoting the required resources that are necessary to quickly and efficiently complete our due diligence and finalize mutually acceptable definitive agreements on customary terms for a transaction of this nature. Given our familiarity with UniFirst, we will require only the completion of limited business due diligence along with customary public company legal due diligence in order to proceed with the proposed transaction.
Once again, we believe there is no better time than now to combine our companies and create a world class organization to even further benefit our customers, employees and shareholders. We are excited about this opportunity and are prepared to move forward expeditiously. Please provide a formal, written response regarding this Proposal to me no later than November 22, 2024. We welcome the opportunity to discuss this Proposal with you at your convenience.
Sincerely,
Todd M. Schneider
President & Chief Executive Officer
__________
November 25, 2024
Sent Via Email to Scott Chase, Secretary of UniFirst Corporation
Raymond C. Zemlin, Chairman of the Board of Directors
Steven S. Sintros, President and Chief Executive Officer
UniFirst Corporation
68 Jonspin Road
Gentlemen:
Steve called me on Friday, November 22, 2024, to respond to our proposal from November 8, 2024 for the acquisition of
We prefer to engage in discussions with UniFirst in private. We are ready to engage with you immediately to work towards a mutually acceptable definitive agreement, including the mix of consideration - cash or cash and stock - that would be most compelling to your shareholders. In connection with that, we would like to meet with you in person during the week of December 2nd to discuss deal terms and the path to completing a transaction. I will attend the meeting along with our CFO, General Counsel and outside counsel. Please let me know by Wednesday, November 27th which day next week is most convenient for your team to meet. At that point we can set a location for the meeting.
As we expressed in our November 8 letter, we firmly believe there is a compelling strategic and cultural fit between our two companies. A combination would create a leading provider of business services and enhance our collective ability to serve customers and support employees, including by accelerating the benefits of ongoing investments in technology. Together, Cintas and UniFirst would be better able to meet the challenges posed by continued and increasing competition from much larger and better-capitalized companies that are focused on increasing their garment and facility solutions and investing in last mile fleets.
Approximately
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45% premium to UniFirst's ninety-day average closing price as of November 22, 2024; and -
54% premium to UniFirst's closing price on February 7, 2022 when Cintas provided you an indication of interest to acquire UniFirst for per share (the "Prior Proposal").$255
We are prepared to move quickly and efficiently to finalize mutually acceptable definitive agreements on customary terms for a transaction of this nature, including:
- Diligence. We have followed UniFirst closely for many years and conducted extensive due diligence over that time. We expect to have limited and specific confirmatory due diligence requirements.
- Timing. We would work towards signing and announcing a definitive agreement before year-end.
- Regulatory. Cintas has engaged leading regulatory counsel and is confident in the path through regulatory review and closing.
- Financing. Our Proposal is not subject to any financing condition and any cash consideration would be financed from cash on hand, committed lines of credit and/or other available sources of financing.
- Certainty. Our Board of Directors supports the proposed transaction. Cintas shareholder approval will not be required.
I want to reiterate that the proposed transaction is a top priority within our organization, and we believe there is no better time than now to combine our companies and create a world class organization to even further benefit our customers, employees and shareholders. Cintas is committed to reaching a definitive agreement and to moving forward expeditiously. I look forward to discussing next steps this week and hearing back from you by November 27th on dates your team is available to meet in person next week.
Sincerely,
Todd M. Schneider
President & Chief Executive Officer
__________
November 27, 2024
Todd M. Schneider
President and Chief Executive Officer
Cintas Corporation
6800 Cintas Boulevard
By email 鈥 [email address redacted]
Dear Todd,
We are in receipt of your letters dated November 8, 2024, and November 25, 2024, which included an unsolicited, non-binding and conditional proposal to acquire UniFirst at
After careful consideration, the UniFirst Board of Directors has unanimously concluded that your proposal is not in the best interests of UniFirst, its shareholders and other stakeholders.
Sincerely,
Raymond C. Zemlin
Chairman of the Board of Directors
Steven S. Sintros
President and Chief Executive Officer
__________
December 3, 2024
Sent Via Email to Scott Chase, Secretary of UniFirst Corporation
Raymond C. Zemlin, Chairman of the Board of Directors
Steven S. Sintros, President and Chief Executive Officer
UniFirst Corporation
68 Jonspin Road
Gentlemen:
I received your letter dated November 27, 2024 responding to my letter dated November 25, 2024 reiterating our proposal from November 8, 2024 to acquire
In our brief engagement in February 2022, you indicated that UniFirst believed that the execution of its strategic plan would deliver meaningful value to UniFirst shareholders. Yet, since February 7, 2022 when Cintas provided you an indication of interest to acquire UniFirst for
We believe that our Proposal offers a unique opportunity to deliver value to your shareholders and enhance our collective ability to serve customers and support employees, including by accelerating the benefits of ongoing investments in technology. There is no better time than now to combine our companies and create a world class organization to even further benefit our customers, employees and shareholders.
We remain prepared to move forward immediately with our Proposal of
-
44% premium to UniFirst's ninety day average closing price as of December 2, 2024; and -
54% premium to UniFirst's closing price on February 7, 2022, the date of our Prior Proposal.
We prefer to engage with you in collaborative, private discussions with minimal disruption to your management team to reach a mutually acceptable definitive agreement. We want to meet with you in person during the week of December 9th, including discussions about potential sources of additional value that could allow us to increase our Proposal. As part of this direct engagement, we are also prepared to discuss a mix of cash and stock consideration if that is preferable to your shareholders.
I want to reiterate that the proposed transaction is a top priority within our organization and we remain prepared to move quickly and efficiently to finalize mutually acceptable definitive agreements on customary terms for a transaction of this nature, including:
- Diligence. We expect to have limited and specific confirmatory due diligence requirements.
- Timing. We would work towards signing and announcing a definitive agreement before year-end.
- Regulatory. Cintas has engaged leading regulatory counsel and is confident in the path through regulatory review and closing. We are prepared to have our counsel immediately engage with you and your counsel to discuss the extensive work we have done to date (including with our economist) on the regulatory front and our path to closing of the transaction.
- Financing. Our Proposal is not subject to any financing condition and any cash consideration would be financed from cash on hand, committed lines of credit and/or other available sources of financing.
- Certainty. Our Board of Directors supports the proposed transaction. Cintas shareholder approval will not be required.
We are very motivated to conclude a transaction that benefits both companies as well as our respective shareholders. We understand you are in the process of closing your first quarter but we look forward to your response no later than December 6, 2024.
Sincerely,
Todd M. Schneider
President & Chief Executive Officer
__________
December 9, 2024
Todd M. Schneider
President and Chief Executive Officer
Cintas Corporation
6800 Cintas Boulevard
By email 鈥 [email address redacted]
Dear Todd,
We are in receipt of your letter dated December 3, 2024, requesting a meeting with UniFirst to discuss Cintas Corporation's November 2024 unsolicited, non-binding, and conditional proposal to acquire UniFirst for
As stated in our letter dated November 27, 2024, the UniFirst Board of Directors carefully considered Cintas Corporation's offer and unanimously concluded that the proposal is not in the best interests of UniFirst, its shareholders, and other stakeholders. In making its determination, the UniFirst Board of Directors considered the offer price, execution and business risks, feedback from some of UniFirst's largest shareholders by voting power, and UniFirst's future growth and value creation opportunities.
As such, we see no need for us to engage regarding your proposal.
Sincerely,
Raymond C. Zemlin
Chairman of the Board of Directors
Steven S. Sintros
President and Chief Executive Officer
__________
December 20, 2024
Sent Via Email to Scott Chase, Secretary of UniFirst Corporation
Raymond C. Zemlin, Chairman of the Board of Directors
Steven S. Sintros, President and Chief Executive Officer
UniFirst Corporation
68 Jonspin Road
Gentlemen:
On behalf of Cintas Corporation ("Cintas"), I am writing to reiterate our proposal to acquire
With respect to price, we understand that UniFirst's directors have unanimously concluded that a
In your response, you reference UniFirst's future growth and value creation opportunities. As indicated in our letter to you dated December 3, 2024, we are prepared to increase our Proposal above
As part of the direct engagement we have proposed, we would like the opportunity to meet directly with Class B shareholders and the Croatti family so we can share ideas that would enable the UniFirst and Croatti legacy in our industry to continue into the future.
For example, Scott Farmer and I have discussed the possibility of Cynthia Croatti, or her designee, joining the Board of Directors of Cintas. We believe Cynthia's many years of experience at UniFirst would offer meaningful contributions to our combined company, employees and customers.
We would also welcome a discussion regarding how this transaction would have minimal impact on UniFirst employees. At Cintas, we pride ourselves on being a great home for our employee-partners, and we believe UniFirst employees would feel the same way. UniFirst employees will be an important asset of our combined company. During our meeting, we'd be ready to share how and why we think bringing UniFirst employees into the Cintas family would be a win-win for everyone involved.
We are confident that we can reach acceptable deal terms and bridge any concerns if we engage directly with your key stakeholders.
With respect to execution and business risk, our executive management and advisors remain confident that there is an expeditious path to completing a transaction. We are prepared to commence direct engagement with you and your advisors immediately to promptly finalize mutually acceptable definitive agreements on customary terms for a transaction of this nature, including:
- Diligence. We expect to have limited and specific confirmatory due diligence requirements.
- Timing. We would work towards signing and announcing a definitive agreement in January, 2025.
- Regulatory. Cintas has engaged leading regulatory counsel and is confident in the path through regulatory review and closing. We are prepared to have our counsel immediately engage with you and your counsel to discuss the extensive work we have done to date (including with our economist) on the regulatory front and our path to closing the transaction.
- Financing. Our Proposal is not subject to any financing condition and any cash consideration would be financed from cash on hand, committed lines of credit and/or other available sources of financing.
- Certainty. Our Board of Directors supports the proposed transaction. Cintas shareholder approval will not be required.
Our Proposal offers a unique opportunity to deliver value to your shareholders and enhance our collective ability to serve customers and support employees, including by accelerating the benefits of ongoing investments in technology. Together, Cintas and UniFirst would be better able to meet the challenges posed by continued and increasing competition from much larger and better-capitalized companies that are focused on increasing their garment and facility solutions and investing in last mile fleets.
I want to reiterate that the proposed transaction is a top priority within our organization. We are very motivated to conclude a transaction that benefits both companies as well as our respective customers, employees and shareholders. We urge you to engage with us and our advisors openly and without delay for the mutual benefit of our respective stakeholders.
We would like to meet with your deal team and/or Class B shareholders in person no later than January 10, 2025 to discuss deal terms and the path to completing a transaction. Please let me know no later than January 3, 2025 which days your team is available to meet in person.
Sincerely,
Todd M. Schneider
President & Chief Executive Officer
__________
January 7, 2025
Sent Via Email to Scott Chase, Secretary of UniFirst Corporation
Raymond C. Zemlin, Chairman of the Board of Directors
Steven S. Sintros, President and Chief Executive Officer
UniFirst Corporation
68 Jonspin Road
Gentlemen:
On behalf of Cintas Corporation (鈥淐intas鈥), I am writing to reiterate our proposal to acquire
-
46% premium to UniFirst's ninety颅-day average closing price as of January 6, 2025; -
54% premium to UniFirst's closing price on February 7, 2022 when Cintas provided you an indication of interest to acquire UniFirst for per share (the "Prior Proposal").$255
We are disappointed that our continued efforts to engage in discussions on the basis of this Proposal have been rejected, despite the fact that
The terse response we received on November 27, 2024 rejecting our Proposal did not provide anything constructive on the economic terms or conditions of our Proposal. Our subsequent December 3, 2024 request for an in-person meeting, including our willingness to discuss potential sources of additional value that would allow us to increase our Proposal, was also rejected. Our most recent December 20, 2024 request for engagement included a willingness to discuss ways to preserve the UniFirst legacy and the potential to include Cynthia Croatti or her designee on the Cintas Board post a transaction.
Given your refusal to engage despite our best efforts to arrange collaborative discussions, we have determined it is prudent to publicize this letter, ensuring that UniFirst shareholders are aware of the immediate, certain and compelling value they stand to realize. Accordingly, we are issuing a press release with the contents of this letter and our prior correspondence.
We believe that our Proposal offers a unique opportunity to deliver value to your shareholders and enhance our collective ability to serve customers and support employees, including by accelerating the benefits of ongoing investments in technology. Like UniFirst, Cintas has a nearly century-long heritage and deep family roots, and Cintas greatly respects the Croatti family and UniFirst team and the way you serve your customers. Cintas would welcome UniFirst employees and ensure opportunities to develop and prosper within Cintas. Together, Cintas and UniFirst would be better able to meet the challenges posed by continued and increasing competition from much larger and better-capitalized companies that are focused on increasing their garment and facility solutions and investing in last mile fleets.
Our executive management and advisors remain prepared to commence direct engagement with you and your advisors immediately to quickly and efficiently finalize mutually acceptable definitive agreements on customary terms for a transaction of this nature, including:
- Diligence. We expect to have limited and specific confirmatory due diligence requirements.
- Timing. We would work towards signing and announcing a definitive agreement in January 2025.
- Regulatory. Cintas has engaged leading regulatory counsel and is confident in the path through regulatory review and closing. We are prepared to have our counsel immediately engage with you and your counsel to discuss the extensive work we have done to date (including with a leading economics consulting group) on the regulatory front and our path to closing the transaction.
- Financing. Our Proposal is not subject to any financing condition and any cash consideration would be financed from cash on hand, committed lines of credit and/or other available sources of financing.
- Certainty. Our Board of Directors supports the proposed transaction. Cintas shareholder approval will not be required.
I want to reiterate that the proposed transaction is a top priority within our organization, and we believe there is no better time than now to combine our companies and create a world class organization to even further benefit our customers, employees and shareholders.
We are very motivated to conclude a transaction that benefits both companies as well as our respective shareholders. We urge you to engage with us and our advisors openly and without delay for the mutual benefit of our respective stakeholders.
Sincerely,
Todd M. Schneider
President & Chief Executive Officer
Advisors
BDT & MSD Partners is acting as Cintas鈥 financial advisor, and Davis Polk & Wardwell LLP is serving as legal advisor.
Cintas
Cintas Corporation helps more than one million businesses of all types and sizes get Ready鈩 to open their doors with confidence every day by providing products and services that help keep their customers鈥 facilities and employees clean, safe and looking their best. With offerings including uniforms, mats, mops, restroom supplies, first aid and safety products, fire extinguishers and testing, and safety training, Cintas helps customers get Ready for the Workday庐. Headquartered in
Forward Looking Statements
This document contains statements that constitute "forward-looking statements" within the meaning of the federal securities laws. All statements other than statements regarding historical facts, including, without limitation, statements regarding our current expectations, estimates and projections about our industry, our business or a transaction with UniFirst Corporation (鈥淯niFirst鈥), are forward-looking statements. We caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: the risk that a transaction with UniFirst may not be consummated; the risk that a transaction with UniFirst may be less accretive than expected, or may be dilutive, to Cintas鈥 earnings per share, which may negatively affect the market price of Cintas common shares; the possibility that Cintas and UniFirst will incur significant transaction and other costs in connection with a potential transaction, which may be in excess of those anticipated by Cintas; the risk that Cintas may fail to realize the benefits expected from a transaction; the risk that the combined company may be unable to achieve anticipated synergies or that it may take longer than expected to achieve those synergies; the risk that any announcements relating to, or the completion of, a transaction could have adverse effects on the market price of Cintas common shares; and the risk related to any unforeseen liability and future capital expenditure of Cintas related to a transaction.
For additional factors affecting the business of Cintas, refer to Part I 鈥 Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended May 31, 2024 (the 鈥2024 10-K鈥), and other filings with the
Important Information for Investors and Security Holders
This document relates to a proposal which Cintas has made for an acquisition of UniFirst. In furtherance of this proposal and subject to future developments, Cintas may file one or more registration statements, proxy statements, tender offer statements or other documents with the SEC. This document is not a substitute for any proxy statement, registration statement, tender offer statement or other document Cintas may file with the SEC in connection with the proposed transaction.
Investors and security holders of Cintas are urged to read the proxy statement(s), registration statement, tender offer statement and/or other documents filed with the SEC carefully in their entirety if and when they become available as they will contain important information about the proposed transaction. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Cintas, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Cintas through the website maintained by the SEC at http://www.sec.gov.
No Offer or Solicitation; Participants in the Solicitation
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
This document is neither a solicitation of a proxy nor a substitute for any proxy statement or other filing that may be made with the SEC. Nonetheless, Cintas and its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Cintas is set forth in its proxy statement for its 2024 annual meeting of shareholders (the 鈥2024 Proxy Statement鈥), which was filed with the SEC on September 19, 2024 and is available here. Information about the directors and executive officers of Cintas, their ownership of Cintas common stock, and Cintas鈥 transactions with related persons is set forth in the sections entitled 鈥淓lection of Directors鈥, 鈥淏oard Diversity鈥, 鈥淏oard鈥檚 Roles and Responsibilities鈥, 鈥淏oard Committees and Meetings鈥, 鈥淣onemployee Director Compensation for Fiscal 2024鈥, 鈥淔iscal 2024 Director Compensation Table鈥, 鈥淐ompensation Committee Report鈥, 鈥淓xecutive Compensation鈥, 鈥淐ompensation Discussion and Analysis鈥, 鈥淔iscal 2024 Summary Compensation Table鈥, 鈥淕rants of Plan-Based Awards for Fiscal 2024鈥, 鈥淥utstanding Equity Awards at Fiscal 2024 Year-End鈥, 鈥淥ption Exercises and Stock Vested for Fiscal 2024鈥, 鈥淣onqualified Deferred Compensation for Fiscal 2024鈥, 鈥淧otential Payments upon Termination, Retirement or Change in Control鈥, 鈥淐EO Pay Ratio鈥, 鈥淧ay Versus Performance鈥, 鈥淎pproval, on an Advisory Basis, of Named Executive Officer Compensation鈥, 鈥淎pproval of the Cintas Corporation 2016 Amended and Restated Equity and Incentive Compensation Plan鈥, 鈥淧rincipal Shareholders鈥, 鈥淪ecurity Ownership of Director Nominees and Executive Officers鈥, and 鈥淩elated Party Transactions鈥 of the 2024 Proxy Statement. Information about the directors and executive officers of Cintas, their ownership of Cintas common stock, and Cintas鈥 transactions with related persons is also set forth in the sections entitled 鈥淪ecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters鈥 of the 2024 10-K, which was filed with the SEC on July 25, 2024 and is available here. To the extent holdings of Cintas common stock by the directors and executive officers of Cintas have changed from the amounts of Cintas common stock held by such persons as reflected in the 2024 Proxy Statement and 2024 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC, including: the Form 4s filed by Robert Coletti on December 11, 2024 and November 1, 2024, Joseph Scaminace on November 1, 2024, Karen Carnahan on November 1, 2024, Melanie Barstad on November 1, 2024, Martin Mucci on November 1, 2024, Beverly Carmichael on November 1, 2024, and Ronald Tysoe on November 1, 2024. Free copies of these documents may be obtained as described above.
Any information concerning UniFirst contained in this document has been taken from, or based upon, publicly available information. Although Cintas does not have any information that would indicate that any information contained in this document that has been taken from such documents is inaccurate or incomplete, Cintas does not take any responsibility for the accuracy or completeness of such information. To date, Cintas has not had access to the books and records of UniFirst.
View source version on businesswire.com:
Investors: J. Michael Hansen, Executive Vice President & Chief Financial Officer 鈥 513-972-2079; Jared S. Mattingley, Vice President - Treasurer & Investor Relations - 513-972-4195
Media: Bryan Locke/Lindsay Molk, FGS Global 鈥 cintas@fgsglobal.com
Source: Cintas Corporation
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