Cintas’ $5.5 Billion UniFirst Deal Faces Potential U.S. Lawsuit
Key Facts
Reuters reported on October 27, citing Semafor and people familiar with the matter, that the U.S. Federal Trade Commission had told Cintas it would sue to block its proposed acquisition of rival UniFirst, in a deal valued at about $5.5 billion. Reuters said agency staff had privately raised concerns about the companies’ combined market share. The commission had not yet voted on whether to file the lawsuit, according to the report. That leaves the deal facing the prospect of a new legal challenge in the United States as regulatory review continues. The available evidence included no official announcement from the commission of a final vote or investigation outcome.
The report coincided with declines in both stocks on October 27: UniFirst shares fell 8% and Cintas shares dropped about 5%, according to Reuters. EL7 closing prices show UniFirst shares fell from $279.64 on October 26 to $250.40 on October 27. Cintas shares also declined from $225.93 to $214.80 over the same period. On October 28, UniFirst closed at $251.14 and Cintas at $212.81. These levels show the market moves on the specified days but do not, on their own, establish the cause.
The companies announced the agreement on March 11, 2026, at an enterprise value of about $5.5 billion and consideration of $310 per UniFirst share in cash and stock. The consideration includes $155 in cash and 0.7720 Cintas shares for each UniFirst share. As a result, part of the consideration UniFirst shareholders receive is tied to Cintas’ share price. Cintas estimated operating cost savings of about $375 million over four years, including costs for materials, production, service, and general and administrative expenses. It also expected the deal to be accretive to earnings per share by the end of the second full fiscal year after closing.
Cintas presented the deal as a way to combine processing capabilities, route networks, service infrastructure, supply chains, and technology investments to generate efficiencies and expand service. The company said the combined entity would serve about 1.5 million business customers in North America. The deal is the latest attempt in a years-long pursuit: Cintas has made at least three formal offers to acquire UniFirst since 2022, according to Reuters. UniFirst shareholders approved the deal at a special meeting on June 11, 2026, according to a Cintas filing. But shareholder approval did not conclude the regulatory reviews required to complete the transaction.
In the U.S. review, the companies received a second request for additional information from the Federal Trade Commission on June 11, then certified on October 2 that they had substantially complied with it, according to a Cintas filing. They also received a supplemental information request from the Canadian Competition Bureau on July 2 and completed their response on September 29. The parties agreed with the U.S. commission not to close the deal before December 11 unless it informed them in writing beforehand that it had closed its investigation. That deadline sets the earliest agreed closing date unless written notice arrives. UniFirst said closing is expected before the end of calendar year 2026, subject to customary conditions and required regulatory approvals.
The review comes as UniFirst reported revenue growth alongside a decline in operating margin in the fourth quarter of its fiscal 2026. Revenue was $645.0 million, up 5.0% year over year, driven primarily by organic growth in its uniform and facility services segment. Operating income fell to $41.7 million from $49.6 million in the year-earlier quarter, while adjusted EBITDA rose to $94.9 million from $88.1 million. Operating margin declined to 6.5% from 8.1%, while adjusted EBITDA margin increased to 14.7% from 14.3%. The company said the pending deal had led it to suspend financial guidance and quarterly earnings calls.