Boyar Value Group Urges UniFirst Board to Immediately Initiate Strategic Review Following 60%+ Premium Offer

WILMINGTON, Mass.--(BUSINESS WIRE)--The following is a letter from the Boyar Value Group to the Board of Directors of UniFirst Corporation:

The Board of Directors
UniFirst Corporation
68 Jonspin Road
Wilmington, MA 01887

Dear Members of the Board:

We are writing in light of Cintas Corporation’s renewed $275 per-share all-cash proposal, which represents a premium in excess of 60% of UniFirst’s Corporation’s December 19, 2025 closing share price, and to urge the Board to immediately initiate a formal review of strategic alternatives, including engaging an independent investment bank and opening a competitive sale process.

Most notably, Cintas has now included a $350 million reverse termination fee—representing more than 6.5% of the total transaction value—payable to UniFirst if the transaction is blocked on antitrust grounds. In our prior discussions with UniFirst board members and senior executives, the absence of a sufficiently credible breakup fee was repeatedly cited as a key reason the Company declined to meaningfully engage with Cintas in earlier iterations of its proposal(s). That objection has now been unequivocally removed.

Put simply, the Board no longer has a defensible rationale for refusing to engage.

The current proposal materially de-risks regulatory uncertainty for UniFirst shareholders, includes no financing contingency, requires no Cintas shareholder approval, and is backed by a reverse termination fee that meaningfully compensates UniFirst in the event of an adverse regulatory outcome. Under these circumstances, a continued refusal to initiate a formal review of strategic alternatives is increasingly difficult to reconcile with the Board’s fiduciary obligations.

As we stated in our December 3, 2025, letter:

“We believe that UniFirst is an asset that would be highly coveted in a competitive sale process by both strategic and financial buyers.”

That belief has only been reinforced by Cintas’s renewed proposal, which demonstrates that credible strategic interest remains strong—and that such interest is now accompanied by terms that directly address one of the Board’s previously stated concerns.

We want to be clear: we are not advocating for the acceptance of any single offer. We are advocating for a process. The Board’s duty is not to pre-judge outcomes, but to ensure that all reasonable paths to value maximization are thoroughly and independently explored. That duty runs to all shareholders, not to any single constituency.

While we fully recognize the Croatti family’s long history with the Company and their substantial ownership stake, UniFirst is a public company. The Board’s fiduciary responsibility is to the entire shareholder base not just to a group that controls its Class B shares. Continued inaction—particularly in the face of a materially improved, de-risked proposal—creates the appearance that certain shareholders’ preferences are being afforded disproportionate weight relative to the interests of minority owners.

Accordingly, we believe it is imperative that the Board immediately:

• Publicly announce that UniFirst is undertaking a review of strategic alternatives;
• Reengage with advisors including an independent investment bank;
• Open a robust, competitive process engaging all credible strategic and financial buyers;
• Commit to transparency with shareholders regarding the process and its conclusions.

Anything less risks further erosion of shareholder confidence and raises serious questions about whether the Board is fulfilling its fiduciary duty to maximize value.

UniFirst is a solid business, but the Company’s prolonged relative underperformance, combined with repeated refusals to engage with credible acquirers—even when prior objections have been explicitly addressed—leaves shareholders with no reasonable basis to conclude that the status quo serves their best interests.

We remain available to engage constructively. But at this point, decisive action is required.

Sincerely,

Jonathan Boyar
Principal
The Boyar Value Group

Clients of Boyar Asset Management own shares of UNF