Cintas submits $275 per share proposal to acquire UniFirst

Cintas (CTAS) announced that it submitted a proposal to the board of directors of UniFirst (UNF) to acquire all outstanding common and class B shares of UniFirst for $275.00 per share in cash. The proposal, which was delivered to the UniFirst Board on December 12, implies a total value for UniFirst of approximately $5.2B and offers UniFirst shareholders a 64% premium to UniFirst’s ninety-day average closing price as of December 11. Cintas has undertaken work on the regulatory front and remains confident that there is a clear path to obtaining the regulatory approvals necessary to consummate the proposed transaction. In the most recent proposal, Cintas has offered to extend a $350M reverse termination fee payable to UniFirst in the event the transaction is not approved. The proposed transaction would not be subject to any financing contingencies or approval by Cintas’ shareholders. The cash consideration would be financed from Cintas cash on hand, committed lines of credit and/or other available sources of financing. Cintas expects to have limited and specific confirmatory due diligence requirements, customary for a public company transaction of this nature. 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 approval. On December 16, UniFirst acknowledged receipt of the Cintas Proposal; however, Cintas has had no substantive engagement since that date.