Shareholders Approve Cintas-UniFirst Merger
UniFirst Shareholders Overwhelmingly Approve Cintas Acquisition Despite Ongoing FTC Review
Anonymous
Key Points
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UniFirst Chairman Joseph M. Nowicki said the shareholder vote is “an important milestone toward completing our transaction with Cintas,” adding that the combined companies “will be well positioned to deliver meaningful benefits for all of our stakeholders and the communities we serve,” while “advancing innovation and maximizing value for our shareholders.”
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UniFirst said the voting results were “certified by an independent inspector of election” and that the certified results are available on a Form 8-K filed with the U.S. Securities and Exchange Commission.
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Cintas/UniFirst disclosures specified timing: the FTC issued its Second Request on June 11, 2026, and UniFirst’s special meeting vote occurred June 12, 2026—together clearing key steps while the parties cooperated with the FTC and still targeted closing in H2 2026.
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The merger’s legal mechanics include a two-step “First Merger” and “Second Merger”: (i) Cintas’s Bruin Merger Sub I merges into UniFirst so UniFirst remains the surviving corporation as a wholly owned subsidiary of Cintas, then (ii) immediately after, UniFirst merges into Bruin Merger Sub II (Merger Sub LLC). The agreement ties completion to satisfaction/waiver of conditions including “expiration or termination” of the applicable HSR waiting period.
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UniFirst’s transaction-related forward-looking disclosures highlighted multiple specific downside scenarios, including the “occurrence of any event… that could give rise” to termination rights, the “outcome of any legal proceedings,” and risks that approval conditions (or delays) could adversely affect the combined company; it also notes benefits may take longer to realize due to factors such as “trade policy (including tariff levels)” and competition.
UniFirst shareholders voted overwhelmingly on June 12, 2026 to sell the company to Cintas, with more than 99% of votes cast in favor of the deal GlobeNewswire. Shareholders will receive $155.00 in cash plus 0.7720 shares of Cintas stock for each UniFirst share they own, in a transaction valued at roughly $5.5 billion.
The vote clears a major hurdle, but one big obstacle remains. The Federal Trade Commission issued a "Second Request" for information on June 11, 2026 — a sign of deep antitrust scrutiny — extending the regulatory waiting period and pushing the expected close to the second half of 2026 TipRanks.
Shareholders Back the Deal by a Landslide
The vote was not close. Of the 47,485,673 shares voted, 47,458,203 were cast in favor — and just 10,251 against Goldea Capital. That represents about 95% of all outstanding UniFirst shares. The results were certified by an independent inspector and filed with the SEC on a Form 8-K.
UniFirst Chairman Joseph M. Nowicki called the result "an important milestone toward completing our transaction with Cintas." He said the combined companies "will be well positioned to deliver meaningful benefits for all of our stakeholders and the communities we serve" GlobeNewswire. The Croatti family, which controls roughly two-thirds of UniFirst's voting power through Class B shares, had already agreed to support the deal.
FTC's Second Request Puts Brakes on Closing
One day before the shareholder vote, the FTC issued what regulators call a "Second Request" under the Hart-Scott-Rodino Act TipRanks. In plain terms, this means the deal cannot close until 30 days after Cintas and UniFirst hand over a massive set of data on pricing, market share, and competition. Both companies say they are cooperating fully.
Antitrust experts see cause for concern. The FTC has reportedly identified high levels of market concentration in cities like Nashville, Atlanta, Miami, and Los Angeles Investing.com. Cintas has hired Miller Strategies — a lobbying firm with ties to the Trump administration — to help navigate the review, a signal the companies expect a tough fight with regulators.
How the Merger Deal Is Structured
The transaction uses a two-step merger structure. First, a Cintas subsidiary called Bruin Merger Sub I merges into UniFirst, leaving UniFirst as a surviving company wholly owned by Cintas. Then, immediately after, UniFirst merges into a second subsidiary — Bruin Merger Sub LLC — cementing its place inside Cintas TipRanks.
The deal includes strong financial safeguards. If the FTC blocks the merger on antitrust grounds, Cintas must pay UniFirst a $350 million reverse termination fee. If UniFirst walks away under other conditions, it owes Cintas $213.3 million. Cintas projects $375 million in annual cost savings within four years of closing.
What Comes Next for the Industry Giant
Cintas and UniFirst together would serve about 1.5 million business customers across North America. The merger would shrink the uniform rental industry's "Big Three" — Cintas, UniFirst, and Vestis — down to two dominant national players TradingView. The companies argue this will lower costs through shared technology and supply chain improvements.
Critics warn customers could feel the pain. Industry insiders say post-merger route changes often break the personal relationship between businesses and their service reps, leading to billing confusion and slower response times. For UniFirst's roughly 16,000 employees, integration plans aimed at hitting that $375 million savings target will likely mean cuts to overlapping administrative and production roles GlobeNewswire.
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