Cintas to Acquire UniFirst in Landmark \$5.5 Billion Deal

Transaction Overview

Cintas Corporation (Nasdaq: CTAS) has announced a definitive agreement to acquire UniFirst Corporation (NYSE: UNF) for a total enterprise value of approximately \$5.5 billion. The acquisition will be financed through a combination of cash and stock, with UniFirst shareholders receiving \$155.00 in cash and 0.7720 shares of Cintas stock for each UniFirst share, equating to a combined value of \$310.00 per share based on Cintas’ closing share price of \$200.77 on March 9, 2026. Notably, there is no separate consideration for UniFirst’s Class B shares.

Strategic Rationale and Synergies

• Substantial Operating Cost Synergies: The merger is expected to generate approximately \$375 million in operating cost synergies within four years, including material cost, production expense, service expense, and SG&A reductions.
• Expanded Market Reach: The combined company will serve about 1.5 million business customers across North America, delivering a more comprehensive suite of products and services, including uniforms, facility services, and first aid/safety programs.
• Enhanced Service Capabilities: Integration of complementary processing capacity, route networks, supply chains, and technology investments will create efficiencies and expand service offerings.
• Technological Optimization: Accelerates shared infrastructure and route network optimization, leveraging technology-supported operational excellence.
• Opportunities for Employees: The vast majority of UniFirst employees (“Team Partners”) are expected to transition into the combined company, with ongoing investments in career development, technology, and assets.
• Accretive to Cintas EPS: The deal is expected to be accretive to Cintas’ earnings per share by the end of the second full year post-closing.
• Financial Leverage: Net leverage ratio at close is projected to be 1.5x debt to EBITDA, indicating prudent financial management.

Key Shareholder Developments

Croatti Family Voting Support: Entities affiliated with the Croatti family, which control about two-thirds of UniFirst’s voting power, have entered into a voting support agreement. This ensures they will vote their shares in favor of the transaction, providing significant certainty regarding shareholder approval.

Board Approval: Both Cintas and UniFirst Boards have unanimously approved the transaction. This suggests robust internal confidence in the deal’s strategic and financial merits.

Expected Closing: The deal is anticipated to close in the second half of 2026, pending customary closing conditions, UniFirst shareholder approval, and regulatory clearances.

Financial Results and Guidance

• Cintas Q3 Fiscal 2026: Revenue for the quarter ended February 28, 2026, was \$2.84 billion, up 8.9% from \$2.61 billion in the prior year. Organic revenue growth was 8.2%. Cintas will release full Q3 results on March 25, 2026.
• UniFirst Q2 Fiscal 2026: UniFirst will report its Q2 fiscal results on April 1, 2026, but will not provide guidance or hold quarterly conference calls due to the pending transaction.

Advisors and Transaction Website

• Cintas: Morgan Stanley & Co. LLC (financial advisor), Davis Polk & Wardwell LLP (legal advisor), FGS Global (strategic communications).
• UniFirst: Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (financial advisors), Paul Hastings LLP (legal advisor), Joele Frank, Wilkinson Brimmer Katcher (strategic communications).
• Dedicated Transaction Website: www.CintasUniFirst.com provides ongoing information and resources about the deal.

Forward-Looking Statements and Risks

The transaction is subject to a range of risks and uncertainties, including potential delays or failure to secure regulatory or shareholder approvals, challenges in integrating the two companies, changes in macroeconomic conditions, supply chain disruptions, unionization risks, and cybersecurity threats. Both companies highlight the possibility that anticipated benefits and synergies may not be fully realized or may take longer than expected.

Shareholders should note that the transaction could be price-sensitive, given the significant premium offered to UniFirst shareholders, expected EPS accretion for Cintas, and the strategic consolidation in the competitive uniform and facility services industry. Any adverse developments in regulatory review, integration challenges, or unexpected costs could materially impact share prices.

Regulatory Filings and Shareholder Participation

In connection with the transaction, Cintas will file a Registration Statement on Form S-4 with the SEC, including a proxy statement/prospectus sent to UniFirst shareholders. Investors are urged to read all relevant documents when available, as they will contain crucial details regarding the transaction.

Directors, executive officers, and certain other participants may be deemed to be involved in the solicitation of proxies, with detailed information about their holdings and interests available in SEC filings.

Contacts for Investors and Media

• Cintas Investors: Scott Garula, EVP & CFO (513-972-3867); Jared S. Mattingley, VP – Treasurer & Investor Relations (513-972-4195)
• Cintas Media: Bryan Locke / Zachary Tramonti, FGS Global ([email protected])
• UniFirst Investors: Shane O’Connor, EVP & CFO (978-658-8888)
• UniFirst Media: Aura Reinhard / Joe Sala, Joele Frank, Wilkinson Brimmer Katcher ([email protected])

Conclusion

The Cintas-UniFirst merger represents a transformative event in the business services industry, with significant potential to impact shareholder value for both companies. The premium paid to UniFirst shareholders, expected operational synergies, and accretive financial impacts for Cintas are all highly price-sensitive developments. Investors should monitor regulatory and shareholder approval processes closely, as well as integration performance post-closing.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. Investors should review all relevant SEC filings and consult professional advisors before making investment decisions.

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