06/12/2026 | Press release | Distributed by Public on 06/12/2026 06:01
| Item 8.01 | Other Events. |
As previously disclosed, on March 10, 2026, Cintas Corporation, a Washington corporation ("Cintas"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with (i) UniFirst Corporation, a Massachusetts corporation ("UniFirst"), (ii) Bruin Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Cintas ("Merger Sub Inc."), and (iii) Bruin Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Cintas ("Merger Sub LLC"). The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (i) Merger Sub Inc. will be merged with and into UniFirst (the "First Merger"), whereupon the separate existence of Merger Sub Inc. will cease, and UniFirst will continue as the surviving corporation of the First Merger and a wholly owned subsidiary of Cintas and (ii) immediately after the First Merger, UniFirst will be merged with and into Merger Sub LLC (the "Second Merger," and, together with the First Merger, the "Mergers"), whereupon the separate existence of UniFirst will cease, and Merger Sub LLC will continue as the surviving entity of the Second Merger and a wholly owned subsidiary of Cintas.
On June 11, 2026, each of Cintas and UniFirst received a request for additional information (the "Second Request") from the U.S. Federal Trade Commission (the "FTC") in connection with the FTC's review of the transactions contemplated by the Merger Agreement. Issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both Cintas and UniFirst substantially comply with the Second Request, unless the waiting period is extended voluntarily by Cintas and UniFirst or terminated earlier by the FTC. Cintas and UniFirst have been working cooperatively with the FTC and will continue to do so.
On June 12, 2026, UniFirst announced that at UniFirst's Special Meeting of Shareholders, UniFirst's shareholders voted to approve the pending acquisition by Cintas. Cintas continues to expect that the Mergers will close in the second half of calendar 2026, subject to the satisfaction or waiver of customary closing conditions and receipt of certain regulatory approvals.
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