An Open Letter to UniFirst’s Board: It’s Time for a Strategic Review
December 3, 2025
The Board Of Directors
UniFirst Corporation
68 Jonspin Road
Wilmington, MA 01887
Dear Members of the Board:
As shareholders of UniFirst Corporation (“UniFirst” or “the Company”), and as a firm whose institutional equity research business has operated continuously since 1975, we are writing to express our deep concerns regarding the Company’s strategic direction, long-term underperformance, and the Board’s refusal to meaningfully engage with credible potential acquirers. We believe that UniFirst is an asset that would be highly coveted in a competitive sale process by both strategic and financial buyers.
Furthermore, we must acknowledge the growing urgency among the shareholder base for immediate action, whether a strategic review or board refresh. We support Engine Capital’s slate and urge shareholders to send a clear message that the status quo is unacceptable. We also want to acknowledge River Road Asset Management’s thoughtful letter to the Board, which raised many of the same concerns and strongly supported a strategic review. Their perspective, as a long-term shareholder, reinforces that these issues are not isolated observations but are widely shared among sophisticated investors seeking to unlock long-term value—not those attempting to make a short-term profit.
The Board’s Refusal to Engage with Credible Buyers Raises Serious Fiduciary Concerns
Cintas’s most recent $275 per-share proposal represented a more than 45% premium to the unaffected price (a 55% premium to the recent share price)—and likely understated full strategic value, given the substantial synergies available to the acquirer. Cintas stated its expectations for $375 million in synergies within 4 years of closing the merger, but these savings were only from cost savings and do not reflect revenue synergies, which we believe would be substantial. Yet UniFirst refused to meaningfully engage. This is particularly troubling given that the Company similarly declined Cintas’s prior $255 offer in 2022. As Engine has highlighted, had the Board negotiated then and had the Croatti family elected to receive Cintas stock in 2022, their holdings would today be worth nearly three times their current value. Such a staggering opportunity cost has harmed both public shareholders and the Croatti family. Despite this, the Company continues to reject discussions with multiple credible buyers.
Boyar Research Believes That UniFirst’s Standalone Plan Cannot Match the Value Offered by Cintas
In our October 2025 Boyar Research report, we wrote:
Given the underperformance in UNF shares both before and subsequent to CTAS’s public proposal to acquire the Company, we strongly believe that UNF and its board should reengage with Cintas about a potential transaction…
Cintas shares are currently trading at ~30.0x on an EV/EBITDA basis (vs. UNF at less than 9.0x), so UNF’s shareholder base might find a transaction with the Company’s equity appealing. As already noted, CTAS’s proposal to acquire UNF was at a modest multiple with synergies factored in, so CTAS might be willing to increase its offer for UniFirst. Although UNF believes that it can unlock shareholder value on its own, we believe that the opportunity pales in comparison with what could be unlocked with the current CTAS offer, at least in the near/intermediate term.”
Those conclusions remain true today—the Company has not articulated any credible reason for rejecting a process that could unlock substantially more value than the current standalone plan could ever hope to realize in any reasonable or even extended amount of time.
Operational Improvement—Even Under an Optimistic Scenario—Cannot Close the Valuation Gap
We want to acknowledge that the recently hired Chief Operating Officer (Kelly Rooney) brings a potentially valuable operational background that could improve execution. We remain cautiously optimistic that her oversight could be a driving force needed to finally elevate results after what has been a long period of lackluster performance.
However, while we are hopeful that the new COO will improve operational execution, even substantial success on that front cannot come close to narrowing the valuation gap between UniFirst’s current market price and what a strategic acquirer could pay. It is reasonable to ask why the Board would champion a strategy that, even under a highly optimistic scenario, offers materially less upside than a sale of the Company could achieve today. The standalone approach exposes shareholders to significant operational and external risks, and when factoring in the time value of money, it could take years—and potentially even a decade or more— for UniFirst to reach a valuation comparable to what a strategic acquirer could offer to shareholders now.
We trust that the Board’s steadfast pursuit of this lower-upside alternative is not influenced, even inadvertently, by the more than $300,000 in annual compensation earned by many non-employee directors, and that decisions are being made solely to maximize long-term shareholder value.
A Fiduciary Duty Exists—And It Is to All Shareholders
We are not asking the Board to accept any specific offer. We are asking the Board to fulfill its fiduciary duty by:
- Immediately forming an independent special committee with its own legal and financial advisors;
- Reengaging Cintas and all credible strategic and financial buyers;
- Conducting a robust and open sale process;
- Providing full transparency to shareholders.
Anything less is a dereliction of duty.
UniFirst is a solid business. But years of underperformance, questionable governance, failed technology investments, and a refusal to engage with buyers have eroded shareholder confidence and destroyed value.
We strongly support Engine Capital’s nominees and urge shareholders to withhold support from the incumbent directors who have overseen this period of stagnation.
The Company can no longer afford inaction. UniFirst must initiate an open, unbiased process to explore strategic alternatives—including a sale of the Company—so that shareholders can finally realize the full value of this business.
We remain available to engage further and stand ready to contribute constructively in any way that supports long-term value creation.
Sincerely,
Jonathan Boyar
Principal
The Boyar Value Group
This material does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. In addition, the discussions and opinions in this letter and the material contained herein are for general information only and are not intended to provide investment advice. All statements contained in this letter that are not clearly historical in nature or that necessarily depend on future events are "forward-looking statements," which are not guarantees of future performance or results, and the words "will," "anticipate," "believe," "expect," "potential," "could," "opportunity," "estimate," and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this letter and the material contained herein that are not historical facts are based on current expectations, speak only as of the date of this letter and involve risks that may cause the actual results to be materially different. Certain information included in this material is based on data obtained from sources considered to be reliable. No representation is made with respect to the accuracy or completeness of such data, and any analyses provided to assist the recipient of this material in evaluating the matters described herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results. Accordingly, any analyses should also not be viewed as factual and also should not be relied upon as an accurate prediction of future results. All figures are unaudited estimates and subject to revision without notice. Boyar Asset Management disclaims any obligation to update the information herein and reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Boyar Asset Management clients and its employees own shares of UNF.
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