Proposal represents 46% premium to UniFirst's 90-day average price as of January 6, 2025
Combination would accelerate benefits to customers, employee-partners and shareholders from ongoing technology investments
Cintas Corporation (NASDAQ:CTAS) today announced that it submitted a proposal to the Board of Directors of UniFirst Corporation (NYSE:UNF) to acquire all outstanding common and class B shares of UniFirst for $275.00 per share (the "Proposal") in cash. The Proposal implies a total value for UniFirst of approximately $5.3 billion and offers UniFirst shareholders a 46% premium to UniFirst's ninety-day average closing price as of January 6, 2025.
The Proposal was initially delivered to the UniFirst Board on November 8, 2024. Despite Cintas' 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's openness to exploring alternative forms of consideration for the benefit of UniFirst shareholders, UniFirst's Board has refused to meet.
Todd Schneider, President and Chief Executive Officer of Cintas, said, "We 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's ongoing technology investments to drive growth and benefit our collective customers and employee-partners."
"While 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."
The combined company would provide innovative products and outstanding service to well over 1 million business customers across the US and Canada. Cintas has an exceptional track record of organic growth, and the combination with UniFirst would provide additional processing capacity and greater route density which would further enhance customer service.
- Compelling Strategic and Industrial Logic Delivers Benefits for Combined Company's 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' 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.
- 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
Engagement History
On November 8, 2024, Cintas delivered its Proposal to acquire UniFirst for $275 per share. After Cintas reiterated the Proposal and expressed a desire to meet in person to reach a collaborative agreement on November 25, 2024, UniFirst rejected the Proposal on November 27, 2024, without any further engagement.
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.
The current Proposal of $275 per share in cash represents a:
- 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' 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
Wilmington, MA 01887
Gentlemen:
The proposed purchase price per share of $275 represents a 48% premium to UniFirst's ninety-day average closing price. This price also represents a 54% premium to UniFirst's closing price on February 7, 2022 when Cintas provided you an indication of interest to acquire UniFirst for $255 per share (the "Prior Proposal").
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.
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.
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
Wilmington, MA 01887
Gentlemen:
Approximately 79% of UniFirst common shares are held by investors which also own Cintas stock. Our Proposal would deliver compelling value to UniFirst shareholders, specifically a:
- 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 $255 per share (the "Prior Proposal").
We are prepared to move quickly and efficiently to finalize mutually acceptable definitive agreements on customary terms for a transaction of this nature, including:
Sincerely,
Todd M. Schneider
President & Chief Executive Officer
__________
November 27, 2024
Todd M. Schneider
President and Chief Executive Officer
Cintas Corporation
6800 Cintas Boulevard
Mason, Ohio 45040
By email – [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 $275 per share.
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
Wilmington, MA 01887
Gentlemen:
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 $275 per share in cash which would deliver certain and compelling value to UniFirst shareholders, specifically a:
- 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.
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:
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
Mason, Ohio 45040
By email – [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 $275 per share.
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
Wilmington, MA 01887
Gentlemen:
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 $275 per share should UniFirst's value creation plan justify such an increase. We are also prepared to discuss the form and mix of consideration to make the transaction tax-efficient to all shareholders.
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 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:
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
Wilmington, MA 01887
Gentlemen:
On behalf of Cintas Corporation ("Cintas"), I am writing to reiterate our proposal to acquire 100% of the outstanding common and Class B shares of UniFirst Corporation ("UniFirst") by Cintas for $275 per share in cash (the "Proposal"). Our Proposal delivers compelling value to UniFirst shareholders, specifically a:
- 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 when Cintas provided you an indication of interest to acquire UniFirst for $255 per share (the "Prior Proposal").
We are disappointed that our continued efforts to engage in discussions on the basis of this Proposal have been rejected, despite the fact that 79% of UniFirst common shares are held by investors that also own Cintas stock and the significant premium being offered to UniFirst shareholders.
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.
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:
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' financial advisor, and Davis Polk & Wardwell LLP is serving as legal advisor.
Cintas
Forward Looking Statements
For additional factors affecting the business of Cintas, refer to Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended May 31, 2024 (the "2024 10-K"), and other filings with the U.S. Securities and Exchange Commission (the "SEC").
Important Information for Investors and Security Holders
No Offer or Solicitation; Participants in the Solicitation
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