UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 7, 2025
Cintas Corporation
(Exact name of registrant as specified in
charter)
| Washington |
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0-11399 |
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31-1188630 |
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(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
| 6800 Cintas Boulevard, P.O. Box 625737, |
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| Cincinnati, Ohio |
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45262-5737 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant's telephone number, including area
code: (513) 459-1200
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of
each class |
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Trading
symbol(s) |
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Name of each exchange
on which registered |
| Common stock, no par value |
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CTAS |
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The NASDAQ Stock Market LLC |
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(NASDAQ Global Select Market) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On January 7, 2025, Cintas
Corporation (the “Company” or “Cintas”) issued a press release confirming that it delivered to the Board of Directors
of UniFirst Corporation (“UniFirst”) a proposal to acquire all of the outstanding common and class B shares of UniFirst for
$275.00 per share (the “Proposal”) in cash. A copy of the press release, attached hereto as Exhibit 99.1, and the accompanying
presentation slides, attached hereto as Exhibit 99.2, are incorporated herein by reference.
The Company is
publicly providing all six letters of correspondence between Cintas and UniFirst since November 8, 2024 related to the Proposal. Copies
of the following letters are attached hereto as Exhibit 99.3 and incorporated herein by reference:
| 1. | November 8, 2024: Proposal letter from Mr. Todd M. Schneider,
President and Chief Executive Officer of Cintas, to Messrs. Raymond C. Zemlin, Chairman of the Board of Directors of UniFirst, and Steven
S. Sintros, President and Chief Executive Officer of UniFirst |
| 2. | November 25, 2024: Email letter from Mr. Schneider to Messrs.
Scott Chase, Secretary of UniFirst, Zemlin and Sintros |
| 3. | November 27, 2024: Email letter from Messrs. Zemlin and Sintros
to Mr. Schneider |
| 4. | December 3, 2024: Email letter from Mr. Schneider to Messrs.
Chase, Zemlin and Sintros |
| 5. | December 9, 2024: Email letter from Messrs. Zemlin and Sintros
to Mr. Schneider |
| 6. | December 20, 2024: Email letter from Mr. Schneider to Messrs.
Chase, Zemlin and Sintros |
BDT
& MSD Partners is acting as Cintas’ financial advisor, and Davis Polk & Wardwell LLP is serving as legal advisor.
Forward Looking Statements
This report and the accompanying
materials contain 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 Cintas’ current
expectations, estimates and projections about its industry, its business or a transaction with UniFirst, are forward-looking statements.
Cintas cautions 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’ 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 – Item 1A. Risk Factors of Cintas’ 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
This report and the accompanying
materials relate 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 report 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 report 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 “2024 Proxy Statement”), 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’ transactions
with related persons is set forth in the sections entitled “Election of Directors”, “Board Diversity”, “Board’s
Roles and Responsibilities”, “Board Committees and Meetings”, “Nonemployee Director Compensation for Fiscal 2024”,
“Fiscal 2024 Director Compensation Table”, “Compensation Committee Report”, “Executive Compensation”,
“Compensation Discussion and Analysis”, “Fiscal 2024 Summary Compensation Table”, “Grants of Plan-Based
Awards for Fiscal 2024”, “Outstanding Equity Awards at Fiscal 2024 Year-End”, “Option Exercises and Stock Vested
for Fiscal 2024”, “Nonqualified Deferred Compensation for Fiscal 2024”, “Potential Payments upon Termination,
Retirement or Change in Control”, “CEO Pay Ratio”, “Pay Versus Performance”, “Approval, on an Advisory
Basis, of Named Executive Officer Compensation”, “Approval of the Cintas Corporation 2016 Amended and Restated Equity and
Incentive Compensation Plan”, “Principal Shareholders”, “Security Ownership of Director Nominees and Executive
Officers”, and “Related Party Transactions” of the 2024 Proxy Statement. Information about the directors and
executive officers of Cintas, their ownership of Cintas common stock, and Cintas’ transactions with related persons is also set
forth in the sections entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”
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.
| Item 9.01. |
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Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CINTAS CORPORATION |
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| Date: |
January
7, 2025 |
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By: |
/s/ J. Michael
Hansen |
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J. Michael
Hansen |
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Executive
Vice President and Chief Financial Officer |
Exhibit 99.1
Cintas Proposes to Acquire UniFirst
for $275.00 Per Share in Cash
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
CINCINNATI, January 7,
2025 -- 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. |
| · | 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 “partners,” sharing collectively in the Company’s success. Cintas would welcome UniFirst employees and
ensure opportunities to develop and prosper within Cintas. |
| · | 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’ 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 $255 per share (the “Prior Proposal”) on
February 7, 2022, an offer that represented a 43% premium to UniFirst’s closing price on that date. UniFirst summarily
rejected that offer in February 2022 without any substantive engagement with Cintas. Since that time, UniFirst shares have declined
5% - during the same period, the S&P 500 has appreciated 33% and Cintas stock has appreciated 95%.
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.
On December 20, 2024, Cintas reiterated
the Proposal and its willingness to meet with UniFirst and expressed a commitment to address UniFirst’s comments outlined in UniFirst’s
rejection, including that Cintas may be willing to increase its Proposal of $275 per share should UniFirst’s value creation plan
justify such an increase. Cintas also indicated a willingness to discuss ways to preserve the UniFirst legacy post a transaction. UniFirst again refused to engage despite our best efforts to arrange
collaborative discussions.
The current Proposal of $275 per
share in cash represents a:
| · | 46% premium to UniFirst's ninetyday 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:
I have appreciated
our prior discussions regarding the potential combination of UniFirst Corporation (“UniFirst") with Cintas Corporation
(“Cintas"). 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 "Proposal") to acquire UniFirst in a transaction with an implied total transaction
value of approximately $5.2 billion. Specifically, we propose a transaction in which UniFirst shareholders will receive $275 per
share for 100% of the outstanding UniFirst common and Class B shares. Common shareholders will receive value of approximately $4.2
billion and Class B shareholders will receive value of approximately $1 billion.
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.
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
Wilmington, MA 01887
Gentlemen:
Steve called me on Friday,
November 22, 2024, to respond to our proposal from November 8, 2024 for the acquisition of 100% of the outstanding common and Class B
shares of UniFirst ("UniFirst") by Cintas Corporation ("Cintas") for $275 per share (the "Proposal"). I
understand from our conversation that UniFirst requires more time to respond to our Proposal. I want to reiterate that we believe the
Proposal is extremely attractive to UniFirst and its shareholders.
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 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:
| · | 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
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:
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 100%
of the outstanding common and Class B shares of UniFirst ("UniFirst") by Cintas Corporation ("Cintas") for $275 per
share (the "Proposal"). Your response is surprising given that in my conversation with Steve on November 22 he appeared to indicate
serious consideration would be given to our Proposal, including with the help of outside advisors. 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, our
invitation to meet with you directly to discuss our Proposal has once again been ignored. This is the second time in just under three
years that you and your fellow directors have failed to have substantive engagement or discussions with Cintas regarding value-enhancing
alternatives for shareholders. I am hopeful we can have further private discussions regarding our Proposal.
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 $255 per share (the
"Prior Proposal"), your stock has appreciated approximately 12%, approximately one-third of the 35% appreciation in the S&P
500 and well below the 134% appreciation in Cintas stock.
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. |
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
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 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
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"). In my continued effort to engage with
you, I believe it's appropriate to address each of the points in your letter dated December 9, 2024. I want to provide additional clarity
on each point since these considerations formed the basis for the UniFirst Board of Directors to unanimously conclude that our Proposal
is not in the best interest of UniFirst, its shareholders and other stakeholders.
With respect to price,
we understand that UniFirst's directors have unanimously concluded that a 44% premium offer to UniFirst's ninety-day average closing price
as of December 2, 2024 does not warrant a meeting to explore how a transaction with Cintas can deliver substantial value to your shareholders.
Our Proposal represents an approximate premium of 55% over UniFirst's closing price as of December 19, 2024. The rejection of our Proposal
and the associated premium is surprising to us given UniFirst's 2024 stock performance as well as its stock performance over the past
few years. We are confident your common shareholders would find these premiums compelling since 79% of UniFirst common shares are held
by investors that also own Cintas stock.
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 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
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.
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’ 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™ to open their doors with confidence every day by providing products and
services that help keep their customers’ 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® . Headquartered in Cincinnati, Cintas is a publicly held Fortune 500 company traded over the
Nasdaq Global Select Market under the symbol CTAS and is a component of both the Standard & Poor’s 500 Index and Nasdaq-100
Index.
Contacts:
Investors: J. Michael Hansen,
Executive Vice President & Chief Financial Officer – 513-972-2079; Jared S. Mattingley, Vice President - Treasurer & Investor
Relations - 513-972-4195
Media: Bryan
Locke/Lindsay Molk, FGS Global – cintas@fgsglobal.com
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 (“UniFirst”), 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’ 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 – 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
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 “2024 Proxy Statement”), 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’ transactions
with related persons is set forth in the sections entitled “Election of Directors”, “Board Diversity”, “Board’s
Roles and Responsibilities”, “Board Committees and Meetings”, “Nonemployee Director Compensation for Fiscal 2024”,
“Fiscal 2024 Director Compensation Table”, “Compensation Committee Report”, “Executive Compensation”,
“Compensation Discussion and Analysis”, “Fiscal 2024 Summary Compensation Table”, “Grants of Plan-Based
Awards for Fiscal 2024”, “Outstanding Equity Awards at Fiscal 2024 Year-End”, “Option Exercises and Stock Vested
for Fiscal 2024”, “Nonqualified Deferred Compensation for Fiscal 2024”, “Potential Payments upon Termination,
Retirement or Change in Control”, “CEO Pay Ratio”, “Pay Versus Performance”, “Approval, on an Advisory
Basis, of Named Executive Officer Compensation”, “Approval of the Cintas Corporation 2016 Amended and Restated Equity and
Incentive Compensation Plan”, “Principal Shareholders”, “Security Ownership of Director Nominees and Executive
Officers”, and “Related Party Transactions” of the 2024 Proxy Statement. Information about the directors and
executive officers of Cintas, their ownership of Cintas common stock, and Cintas’ transactions with related persons is also set
forth in the sections entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”
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.
Exhibit 99.2
Cintas + UniFirst Built to Get Businesses of All Sizes Ready for the Workday January 7, 2025
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 (“UniFirst”), 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’ 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 – 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 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 “2024 Proxy Statement”), 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’ transactions with related persons is set forth in the sections entitled “Election of Directors”, “Board Diversity”, “Board’s Roles and Responsibilities”, “Board Committees and Meetings”, “Nonemployee Director Compensation for Fiscal 2024”, “Fiscal 2024 Director Compensation Table”, “Compensation Committee Report”, “Executive Compensation”, “Compensation Discussion and Analysis”, “Fiscal 2024 Summary Compensation Table”, “Grants of Plan - Based Awards for Fiscal 2024”, “Outstanding Equity Awards at Fiscal 2024 Year - End”, “Option Exercises and Stock Vested for Fiscal 2024”, “Nonqualified Deferred Compensation for Fiscal 2024”, “Potential Payments upon Termination, Retirement or Change in Control”, “CEO Pay Ratio”, “Pay Versus Performance”, “Approval, on an Advisory Basis, of Named Executive Officer Compensation”, “Approval of the Cintas Corporation 2016 Amended and Restated Equity and Incentive Compensation Plan”, “Principal Shareholders”, “Security Ownership of Director Nominees and Executive Officers”, and “Related Party Transactions” of the 2024 Proxy Statement. Information about the directors and executive officers of Cintas, their ownership of Cintas common stock, and Cintas’ transactions with related persons is also set forth in the sections entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” 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 . 2 Forward - Looking Statements
Creating Value for Customers, Employees & Shareholders 3 Combination would enable Cintas and UniFirst to better support customers. Amplifies and accelerates benefits of ongoing investments in technology Combines businesses with complementary strengths Better positioned to participate in large and growing market opportunity Enhances position among broad, diverse and well capitalized companies in an increasingly competitive market for workwear and facility solutions Offers compelling financial benefits, including from operating cost synergies
Significant, Immediate and Certain Value for UniFirst Shareholders $210 $190 $170 $ 2 30 $ 2 50 $ 2 70 $ 2 90 $150 1 / 3 /2 0 2 2 5/3/2022 9/3/2022 1/3/2023 5 / 3 /2 0 2 3 1 / 3 /2 0 2 5 9/3/2023 1/3/2024 5/3/2024 9/3/2024 90 Day Average Closing Price ($189.20) CTAS Offer ($275 per share) La s t - C losing $171.28 (1/3/25) Substantial Premium to UniFirst’s Historical and Recent Trading Levels $275 per share all - cash offer delivers certain and immediate value ~$5.3 billion implied transaction value [X]% premium to UniFirst’s 90 - day average closing price as of 1/6/25 UniFirst Stock Price Chart CALLOUTS TO BE UPDATED TO 1/6 CLOSE PRIOR TO RELEASE 4
Proposed Transaction Details 5 ▪ Cintas to acquire all outstanding common and class B shares of UniFirst for $275 per share in cash ▪ Cintas has indicated a willingness to engage in discussions to explore potential additional sources of value as well as alternative consideration mixes (cash and stock) Financial Terms ▪ Compelling strategic fit with shared priorities to enhance service for customers ▪ Better positioned to serve 16 million businesses in the US and Canada ▪ Accelerates benefit of combined companies’ investments in technology and creates opportunities to leverage shared infrastructure and route networks ▪ Cintas would welcome UniFirst employees and ensure opportunities to develop and prosper within Cintas, as it does for all of its employee - partners Strategic Benefits ▪ Expected to generate annual run - rate operating cost synergies of at least $375 million within 4 years of completion Significant Synergies ▪ Cintas is confident in the path through regulatory review and closing ▪ Not subject to any financing contingencies or approval by Cintas shareholders — Cash consideration would be financed from Cintas cash on hand, committed lines of credit and/or other available sources of financing Path to Completion
Combined Company Better Positioned Within Large, Growing, Competitive Market Cintas + UniFirst ▪ Innovative, more complete solution and comprehensive value proposition for businesses of all sizes. ▪ Well - positioned to capitalize on strong buying motivations of image, safety, cleanliness and compliance. ▪ 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. Highly - Fragmented Market with Tremendous Opportunity for Greater Participation and Growth Businesses in US and Canada Cintas & UniFirst wearers today Cintas & UniFirst customers today Workers in US and Canada 16M 6 < 8 M < 2 M 180M+
Amplified Benefits of Investment in Technology Accelerates UniFirst’s ERP implementation Amplifies Cintas’ ongoing investments in solutions for customers and tools for employee - partners Applies Cintas’ proven technology - supported operational excellence to broader footprint Simplifies combined company’s ways of working, empowers our employee - partners, and elevates the customer experience 7
Strong Financial Foundation with Significant Synergy Opportunity Strong balance sheet provides flexibility to invest in strategic priorities and pursue new growth opportunities 1. Expect to realize synergies within 4 years of completion. 2. Assumes all - cash transaction. At least $375M Expected Operating Cost Synergies 1 2.5x Pro Forma Net Leverage at Close 2 8
Delivers strong benefits to all stakeholders, including Cintas and UniFirst’s shareholders, customers and employee - partners Clear Path to Completion To be funded by cash on hand, committed lines of credit and/or other available sources Cintas has engaged leading regulatory counsel and a leading economics consulting group to conduct extensive regulatory due diligence Cintas is confident that all regulatory approvals can be obtained in due course to permit closing the transaction Cintas has a proven track record of successfully integrating and building on acquisitions. 9
Cintas’ Public Proposal Follows Consistent Lack of Engagement Second time in nearly three years that UniFirst has refused to engage on an extremely compelling offer 10 FEBRUARY 7, 2022 Cintas presents indication of interest to acquire UniFirst for $255/share (the "Prior Proposal"); UniFirst offers no substantive engagement NOVEMBER 8, 2024 Cintas submits Proposal to acquire UniFirst for $275/share; requests response by November 22 NOVEMBER 22, 2024 UniFirst requests more time to review Cintas’ proposal via phone call NOVEMBER 25, 2024 Cintas reiterates proposal and makes request to meet in person during the week of December 2; requests response by November 27 NOVEMBER 27, 2024 UniFirst sends letter rejecting the Proposal DECEMBER 3, 2024 Cintas reiterates Proposal; requests in - person meeting including discussion about potential sources of value that will allow Cintas to increase its offer; requests response by December 6 DECEMBER 9, 2024 UniFirst again sends letter rejecting the Proposal DECEMBER 20, 2024 Cintas reiterates proposal; again requests in - person meeting and notes willingness to increase its Proposal, discuss ways to preserve the UniFirst legacy; requests response by January 3
Cintas is Prepared to Engage and Move Toward a Transaction Immediately ▪ We expect to have limited and specific confirmatory due diligence requirements. Diligence ▪ We would work towards signing and announcing a definitive agreement in January 2025. Timing ▪ Cintas has engaged leading regulatory counsel and is confident in the path through regulatory review and closing. Cintas is prepared to have our counsel immediately engage with UniFirst and its counsel to discuss the extensive work Cintas has done to date (including a leading economics consulting group) on the regulatory front and our path to closing of the transaction. Regulatory ▪ 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. Financing ▪ Cintas Board of Directors supports the proposed transaction and approval by Cintas shareholders is not required. Certainty 11
Exhibit 99.3
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:
I have appreciated
our prior discussions regarding the potential combination of UniFirst Corporation (“UniFirst") with Cintas Corporation
(“Cintas"). 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 "Proposal") to acquire UniFirst in a transaction with an implied total transaction value of approximately $5.2
billion. Specifically, we propose a transaction in which UniFirst shareholders will receive $275 per share for 100% of the outstanding
UniFirst common and Class B shares. Common shareholders will receive value of approximately $4.2 billion and Class B shareholders will
receive value of approximately $1 billion.
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.
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
Wilmington, MA 01887
Gentlemen:
Steve called me on Friday,
November 22, 2024, to respond to our proposal from November 8, 2024 for the acquisition of 100% of the outstanding common and Class B
shares of UniFirst ("UniFirst") by Cintas Corporation ("Cintas") for $275 per share (the "Proposal"). I
understand from our conversation that UniFirst requires more time to respond to our Proposal. I want to reiterate that we believe the
Proposal is extremely attractive to UniFirst and its shareholders.
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 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:
| · | 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
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:
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 100%
of the outstanding common and Class B shares of UniFirst ("UniFirst") by Cintas Corporation ("Cintas") for $275 per
share (the "Proposal"). Your response is surprising given that in my conversation with Steve on November 22 he appeared to indicate
serious consideration would be given to our Proposal, including with the help of outside advisors. 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, our
invitation to meet with you directly to discuss our Proposal has once again been ignored. This is the second time in just under three
years that you and your fellow directors have failed to have substantive engagement or discussions with Cintas regarding value-enhancing
alternatives for shareholders. I am hopeful we can have further private discussions regarding our Proposal.
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 $255 per share (the
"Prior Proposal"), your stock has appreciated approximately 12%, approximately one-third of the 35% appreciation in the S&P
500 and well below the 134% appreciation in Cintas stock.
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. |
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
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 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
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"). In my continued effort to engage with
you, I believe it's appropriate to address each of the points in your letter dated December 9, 2024. I want to provide additional clarity
on each point since these considerations formed the basis for the UniFirst Board of Directors to unanimously conclude that our Proposal
is not in the best interest of UniFirst, its shareholders and other stakeholders.
With respect to price,
we understand that UniFirst's directors have unanimously concluded that a 44% premium offer to UniFirst's ninety-day average closing price
as of December 2, 2024 does not warrant a meeting to explore how a transaction with Cintas can deliver substantial value to your shareholders.
Our Proposal represents an approximate premium of 55% over UniFirst's closing price as of December 19, 2024. The rejection of our Proposal
and the associated premium is surprising to us given UniFirst's 2024 stock performance as well as its stock performance over the past
few years. We are confident your common shareholders would find these premiums compelling since 79% of UniFirst common shares are held
by investors that also own Cintas stock.
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 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
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.
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
UniFirst (NYSE:UNF)
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