Cintas-UniFirst $5.5 Billion Deal Faces FTC Review Ahead of Closing Deadline
Key Facts
UniFirst shares closed at $241.49 on November 12, 2026, while Cintas shares ended the session at $227.52, according to EL7 data. The prices come as the proposed merger between the companies remains under review by the U.S. Federal Trade Commission. It could not be verified that the commission would hold a decisive meeting on November 13, or that the previous session's share moves reflected a widening of the deal spread. Reuters reported on October 27, citing Semafor, that the commission had signaled its intent to sue the companies to block the acquisition, but the report also said the commission had not voted to bring the lawsuit. The report quoted a commission spokesperson as saying, "The commission has not voted on a final decision in this transaction, and no decision will be announced through the press."
In the October 27 session, UniFirst shares fell 8% and Cintas shares about 5%, Reuters reported. That day's report linked the declines to news of a possible commission move to block the deal, but it does not establish that the November 12 closing prices resulted from a new regulatory development. The deal remains subject to regulatory review, as well as customary closing conditions. This process underscores the importance of distinguishing between reports of a possible inclination among commission staff and a formal decision that has not been issued, according to what Semafor reported from the FTC spokesperson. Disclosure of a time limit on completing the deal also sets a subsequent regulatory date and does not, in itself, determine the outcome of the review.
Under the agreement announced in March 2026, Cintas will acquire UniFirst for $310 per share in cash and stock, in a deal with an enterprise value of about $5.5 billion. The consideration combines cash and shares in the acquiring company, so what UniFirst shareholders receive remains tied to the agreement's terms and whether it closes. Cintas presented the merger as bringing together two companies that serve about 1.5 million commercial customers in North America. The company said the combination could generate about $375 million in operating cost savings over four years. It also expected the deal to boost earnings per share by the end of the second full year after closing.
Cintas's efforts to acquire UniFirst date back several years; it made at least three formal offers since 2022 before reaching the current agreement, Reuters reported. UniFirst shareholders approved the merger agreement at a special meeting held on June 11, 2026. The meeting results showed 47,458,203 votes in favor and 10,251 against. The shareholder approval was one step in the deal process, while regulatory approvals remained a separate matter. The U.S. review includes a request for additional information that the companies received from the FTC on June 11, which they later confirmed on October 2 they had substantially complied with.
The review also extended to Canada: the companies received a supplementary information request from the Canadian Competition Bureau on July 2, 2026, and confirmed on September 29 that they had completed their response. In the United States, UniFirst's disclosure states that a statutory waiting period runs for 30 days after substantial compliance with the additional information request, unless the period is voluntarily extended or the FTC terminates it earlier. On October 2, the companies entered into a timing agreement with the commission, pledging not to complete the merger before December 11. The agreement provides an exception if the commission notifies them in writing before that date that it has closed its investigation. These restrictions set the timeframe for the deal, while the FTC's final decision remains unannounced in the available information.
The deal terms include financial protection if it is blocked on antitrust grounds: Cintas's offer provides for a $350 million reverse termination fee payable to UniFirst in that event. The provision allocates risk contractually if the review prevents the deal from closing, without determining what the commission will decide. In its October disclosure, Cintas continued to expect the merger to close before the end of calendar year 2026, subject to the satisfaction or waiver of customary closing conditions. That expectation intersects with the agreement not to close before December 11, unless the commission tells the companies in writing beforehand that it has closed its investigation. The next date specified in the disclosure remains December 11, while the commission has not announced a final vote on the deal.