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信达思美股招股说明书(2026-05-11版)

2026-05-11 美股招股说明书 🌱
报告封面

TRANSACTION PROPOSED - YOUR VOTE IS VERY IMPORTANT Dear Shareholders: On March 10, 2026, UniFirst Corporation ( “UniFirst”), Cintas Corporation (“Cintas”), Bruin Merger Sub I, Inc., a wholly ownedsubsidiary of Cintas (“Merger Sub Inc.”), and Bruin Merger Sub II, LLC, a wholly owned subsidiary of Cintas ( “Merger Sub LLC”)entered into an Agreement and Plan of Merger (the “merger agreement”), pursuant to which, subject to approval by UniFirstshareholders and the satisfaction (or, to the extent permitted by applicable law in accordance with the merger agreement, waiver) of theconditions to the mergers set forth in the merger agreement and described in the proxy statement/prospectus accompanying this letter,(i) Merger Sub Inc. will merge with and into UniFirst (the “first merger”), whereupon the separate existence of Merger Sub Inc. willcease, and UniFirst will continue as the surviving corporation and a wholly owned subsidiary of Cintas, and (ii) immediately after thefirst merger, UniFirst will merge with and into Merger Sub LLC (the “second merger”), whereupon the separate existence of UniFirstwill cease, and Merger Sub LLC will continue as the surviving entity and a wholly owned subsidiary of Cintas. We refer to the firstmerger and the second merger collectively as the “mergers.” As a result of the mergers, UniFirst will no longer be a publicly held company. Following the mergers, UniFirst stock will bedelisted from the New York Stock Exchange (the “NYSE”) and deregistered under the Securities Exchange Act of 1934. The commonstock of UniFirst is currently traded on the NYSE under the symbol “UNF.” If the first merger is completed, each share of UniFirst common stock and UniFirst class B common stock (collectively, “UniFirststock”) will be converted into the right to receive $155.00 in cash, without interest, and 0.7720 of validly issued, fully paid and non-assessable shares of Cintas common stock (with, if applicable, cash in lieu of fractional shares) (the “merger consideration”), less anyapplicable withholding taxes. For more details on the merger consideration, see “The Merger Agreement—Merger Consideration”beginning on page77, of the proxy statement/prospectus accompanying this letter. The market value of Cintas common stock at the time of completion of the mergers could be greater than, less than or the same asmarket value of Cintas common stock on the date of the accompanying proxy statement/prospectus and/or the date of the specialmeeting of shareholders of UniFirst (the “special meeting”). We cannot predict the amount of any change in value, as the market priceof shares of Cintas common stock may fluctuate based on the perceived value of the Cintas common stock in anticipation of themergers, and it may not be possible to estimate the market value of Cintas common stock. The common stock of Cintas is traded on theNASDAQ Global Select Market under the symbol “CTAS.” Based on the current number of shares of UniFirst stock outstanding, Cintas will issue approximately 14,261,683 shares of Cintascommon stock to UniFirst shareholders in the first merger (including shares of Cintas common stock to be issued in connection withcertain outstanding UniFirst long-term incentive equity and equity-based awards subject to applicable vesting conditions). As a result ofthese issuances, current Cintas shareholders and UniFirst shareholders are expected to hold approximately 96.6% and 3.4%,respectively, of the outstanding shares of Cintas common stock immediately following completion of the mergers. UniFirst is holding a special meeting to vote on the proposal to approve the merger agreement, which is necessary to complete themergers, and to vote on other matters related to the mergers. The UniFirst board of directors unanimously recommends that UniFirstshareholders vote “FOR” the merger agreement proposal and “FOR” each of the other proposals described in the accompanying proxystatement/prospectus. The special meeting will be held on June 11, 2026, at 10:00 a.m. Eastern Time in a virtual-only format, via theInternet at https://meetnow.global/MJT2K5M. Please be sure to follow the instructions found on your proxy card and/or votinginstruction form and subsequent instructions that will be delivered to you via email. Information about the special meeting, the mergers and the other business to be considered at the special meeting is contained inthe accompanying proxy statement/prospectus. We urge you to carefully read the entire accompanying proxy statement/prospectus andthe annexes and documents incorporated by reference.You should also carefully consider the risks that are described in the “RiskFactors” section beginning on page29of the proxy statement/prospectus accompanying this letter. Your vote is very important regardless of the number of shares of UniFirst stock that you own.The mergers cannot becompleted without the approval of the merger agreement by the affirmative vote of two-thirds of the combined voti