8-KOther Events

CINTAS CORP 8-K Report, Corporate Update (Sep 29, 2016)

Filed September 29, 2016For Securities:CTAS

Summary

Cintas Corporation (CTAS) has filed an 8-K report detailing an update on its proposed merger with G&K Services, Inc. On September 29, 2016, both Cintas and G&K Services received a "second request" for additional information from the Federal Trade Commission (FTC) as part of the Hart-Scott-Rodino (HSR) Act review process. This is a standard procedural step that extends the regulatory waiting period until 30 days after substantial compliance with the request, though it can be shortened or lengthened by the FTC or the parties involved. While this adds a procedural step to the regulatory approval process, the companies continue to anticipate the merger's completion by the second quarter of calendar year 2017. Investors are encouraged to review further filings from G&K Services, including its preliminary and definitive proxy statements, which will contain important information about the merger and be mailed to G&K Services' shareholders. Both companies have also provided disclosures regarding potential participants in the proxy solicitation process.

Key Highlights

  • 1Cintas and G&K Services received a "second request" for information from the FTC on September 29, 2016, as part of the HSR Act antitrust review for the proposed merger.
  • 2The "second request" is a routine part of the FTC's review and extends the regulatory waiting period.
  • 3The merger is still expected to be completed no later than the second quarter of calendar year 2017.
  • 4Cintas and G&K Services are required to provide substantial compliance with the FTC's "second request" before the waiting period can be terminated.
  • 5G&K Services has filed a preliminary proxy statement and plans to file a definitive proxy statement for shareholder approval of the merger.
  • 6Investors are encouraged to read G&K Services' proxy statements and other SEC filings for important information regarding the merger.
  • 7The filing includes standard cautionary statements regarding forward-looking information and potential risks associated with the merger and integration.

Frequently Asked Questions

A "second request" is a formal request for detailed information and documents issued by the FTC as part of its antitrust review of a proposed merger. It is a routine procedural step. Receiving a second request extends the HSR Act waiting period until 30 days after Cintas and G&K Services have substantially complied with the request. While it indicates a more in-depth review, it does not necessarily signal an impediment to the merger's completion.

No, Cintas and G&K Services still expect the merger to be completed not later than the second quarter of calendar year 2017. The "second request" is a procedural step, and the companies are working towards fulfilling it to move the process forward.

Investors are encouraged to review documents filed by G&K Services with the SEC. This includes its preliminary proxy statement and the upcoming definitive proxy statement, which will contain important details about the merger. These documents, along with other relevant filings, can be found on the SEC's website (www.sec.gov) or G&K Services' website (www.gkservices.com).

This particular filing primarily concerns the regulatory review process for the merger and does not indicate any immediate negative impact on Cintas' ongoing business operations. However, the filing does note that prior to completion, business disruptions could occur due to transaction uncertainty, and there are risks related to obtaining regulatory approvals and successful integration.