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Cintas (CTAS) confirmed its intention to acquire UniFirst (UNF) for $275 per share in an all-cash transaction, representing a massive 64% premium to UNF's 90-day average closing price as of December 11, 2025. While shares of UNF are trading sharply higher on the news, they remain significantly below the $275 buyout offer, suggesting that the market is still pricing in substantial regulatory and board-level hurdles.

• CTAS has been pursuing UN since at least February 2022, when it initially offered $255 per share. After being repeatedly rebuffed, CTAS delivered its latest $275 proposal to the Board on December 12.
• The company took the offer public this week to apply pressure following what it describes as a lack of substantive response from UNF leadership.
• The proposal comes at a vulnerable time for UNF, which is currently embroiled in a proxy battle with Engine Capital. Recent voting results from the 2026 Annual Meeting showed that a majority of common shareholders supported Engine’s nominees, though they failed to secure seats due to UNF's dual-class share structure which grants Class B holders ten votes per share.
• CTAS noted that recent commentary from some of UNF’s largest institutional investors -- many of whom have overlapping ownership in CTAS -- confirms a strong appetite for the combination, viewing the $275 offer as a superior path to the company's current standalone strategy.
• Strategically, the merger would create a dominant force in the uniform rental space, delivering immense financial advantages through increased route density, shared processing capacity, and significant operational synergies that are expected to be immediately accretive to CTAS’s earnings.
• To address potential antitrust concerns, CTAS sweetened the deal with a $350 mln reverse termination fee payable if the deal fails to close. CTAS maintains that its extensive regulatory diligence and economist-backed modeling provide a clear, confident path to securing federal approval.

Briefing.com Analyst Insight:

CTAS is effectively launching a hostile campaign by leveraging UNF’s internal governance crisis to its advantage. The $275/share all-cash bid is an 'offer they can't refuse' in a normal environment, but the Croatti family's control of UNF via Class B shares remains a formidable fortress. However, with Engine Capital successfully rallying common shareholders, who recently delivered an 'unequivocal rebuke' of current leadership, the Board is now trapped between a lucrative buyout and an increasingly litigious and frustrated investor base. The strategic rationale is undeniable: combining CTAS’s scale with UNF’s footprint would maximize route efficiency in a way no other competitor could match. That said, the wide gap between the current trading price and the $275 offer reflects legitimate fears of an aggressive FTC intervention. While the $350 mln termination fee is a show of confidence, a CTAS-UNF tie-up would consolidate a massive portion of the North American market.