Cintas Corp. (CTAS) to Acquire G&K Services (GK) for $97.50/Share

August 16, 2016 8:32 AM EDT

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(Updated - August 16, 2016 8:32 AM EDT)

Cintas Corp. (NASDAQ: CTAS) and G&K Services, Inc. (Nasdaq: GK) today announced that they have entered into a definitive agreement under which Cintas will acquire all outstanding shares of G&K Services for $97.50 per share in cash, for a total enterprise value of approximately $2.2 billion, including acquired net debt. The purchase price represents a premium of about 19 percent to the closing price per share of G&K Service’s common stock on August 15, 2016. G&K Services, with annual revenue of approximately $1 billion, is a service-focused market leader of branded uniform and facility services programs in the United States and Canada.

The merger of the two companies will provide continued opportunity for Cintas to achieve its mission to exceed customers’ expectations in order to maximize the long-term value of the company for its shareholders and employees, whom the company calls partners. The combined company will provide innovative products and caring service to over 1 million business customers. Cintas has had strong organic growth over many years, and the merger with G&K Services will provide access to additional processing capacity. Route density will also increase which will improve customer service and result in significant cost savings.

Scott D. Farmer, Cintas’ Chief Executive Officer, stated, “Cintas’ management team and Board of Directors have a deep level of respect for G&K Services, its long and impressive heritage, and its employees. Our companies share a dedication to customers, employees-partners and shareholders, which will build a great foundation for a successful combination.”

The boards of directors of both companies have approved the transaction, which is subject to approval by the holders of G&K Services common stock, the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. The transaction is expected to close in the next four to six months.

The transaction is expected to be accretive to Cintas’ earnings per share in its second full year after closing. Additionally, Cintas anticipates realizing annual synergies in the range of $130 million to $140 million. Synergies are projected to be realized in their entirety in the fourth full year after closing.

Upon completion of the merger, G&K Services will be a wholly owned subsidiary of Cintas, and is expected to initially operate under its existing brand name. Working together, decisions will be made over time regarding the integration of the two companies, ultimately resulting in a fully harmonized team.

Cintas will hold a conference call to discuss today’s acquisition announcement beginning at 11:00 a.m. Eastern time this morning, August 16, 2016. Please dial in prior to the start of the call using the following details:

US/Canada toll free: 888-737-3703International toll: 913-312-0942Conference code: 3772179

KeyBanc Capital Markets, Inc. provided a fairness opinion to the Board of Directors of Cintas. Cintas expects to finance the transaction through a combination of existing cash, assumption of existing G&K Services debt, and new debt. Fully committed financing in the form of a bridge credit facility has been provided by KeyBank National Association and JPMorgan Chase Bank, N.A. Jones Day and Keating Muething & Klekamp PLL acted as legal counsel to Cintas.

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