CINCINNATI — Cintas Corp. reports it has submitted a proposal to the Board of Directors of UniFirst Corp. to acquire all outstanding common and class B shares of UniFirst for $275 per share in cash.
The company says its 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 Jan. 6.
The proposal was initially delivered to the UniFirst Board on Nov. 8, according to Cintas.
The company says that despite 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 its openness to exploring alternative forms of consideration for the benefit of UniFirst shareholders, UniFirst’s Board has refused to meet.
In a statement, UniFirst confirmed that in November and December 2024, its Board of Directors received and unanimously rejected an unsolicited, non-binding and highly conditional proposal from Cintas Corp. to acquire all outstanding common and Class B shares of UniFirst for $275.00 per share.
"Consistent with its fiduciary duties and in consultation with its independent advisors, the Board conducted a careful review of the unsolicited proposal and determined that it is not in the best interests of UniFirst, its shareholders and other stakeholders," the company wrote.
"In making its determination, the Board considered the offer price, execution and business risks, feedback from some of the company’s largest shareholders by voting power, and the company’s future growth and value creation opportunities."
Todd Schneider, president and CEO of Cintas, says, “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 believe 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.”
Cintas adds that the combined company would provide innovative products and outstanding service to more than 1 million business customers across the United States and Canada.
The company further says it 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.
UniFirst says its Board and management team "remain confident in the strategy the company is executing and the opportunities ahead to create significant shareholder value. The Board and management team are committed to creating value for all shareholders and will continue to take actions to achieve that objective."
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