10/06/2026 | Press release | Distributed by Public on 10/06/2026 15:22
| 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.
As previously disclosed, on June 11, 2026, each of Cintas and UniFirst received a request for additional information and documentary material (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. On October 2, 2026, each of Cintas and UniFirst certified to the FTC that it has substantially complied with the Second Request. On October 2, 2026, Cintas and UniFirst entered into a timing agreement with the FTC pursuant to which Cintas and UniFirst agreed, among other things, not to consummate the Mergers prior to December 11, 2026 unless they have received written notice from the FTC prior to such date that the FTC has closed its investigation of the Mergers.
On July 2, 2026, each of Cintas and UniFirst received a Supplementary Information Request ("SIR") from the Canadian Competition Bureau (the "CCB") in connection with the CCB's review of the transactions contemplated by the Merger Agreement. On September 29, 2026, each of Cintas and UniFirst certified to the CCB that it has completed its response to the SIR.
Cintas continues to expect that the Mergers will close prior to the end of calendar year 2026, subject to the satisfaction or waiver of customary closing conditions.
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