Cintas Corporation (NASDAQ:CTAS) Files An 8-K Other Events
Item 8.01 Other Events.
(Cintas) entered into an Agreement and Plan of Merger (the Merger
Agreement) among Cintas, GK Services, Inc. (GK Services) and
Bravo Merger Sub, Inc., a wholly owned subsidiary of Cintas
(Merger Sub), to which, among other things and subject to the
satisfaction or waiver of specified conditions, Merger Sub will
merge with and into GK Services (the Acquisition). As a result of
the Acquisition, Merger Sub will cease to exist, and GK Services
will survive as a wholly owned subsidiary of Cintas. Under the
terms of the Merger Agreement, GK Services shareholders will
receive $97.50 per share in cash for each outstanding share of
common stock held. The parties obligations to complete the
Acquisition are conditioned upon (i) the receipt of antitrust
approvals in the United States and Canada and (ii) certain other
customary closing conditions.
financial statements of GK Services and pro forma financial
information set forth under Item 9.01 below, which are
incorporated herein by reference.
supplementary data of GK Services are filed as Exhibit 99.1 to
this Current Report on Form 8-K and are incorporated herein by
reference:
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Consolidated Statements of Operations for the fiscal years
ended July 2, 2016, June 27, 2015 and June 28, 2014; |
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Consolidated Statements of Comprehensive Income for the
fiscal years ended July 2, 2016, June 27, 2015 and June 28, 2014; |
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Consolidated Balance Sheets as of July 2, 2016 and June 27,
2015; |
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Consolidated Statements of Stockholders Equity for the
fiscal years ended July 2, 2016, June 27, 2015 and June 28, 2014; |
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Consolidated Statements of Cash Flows for the fiscal years
ended July 2, 2016, June 27, 2015 and June 28, 2014; |
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Notes to the Consolidated Financial Statements;
|
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Report of Independent Registered Public Accounting Firm;
and |
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Item 9A of GK Services Annual Report on Form 10-K for the
year ended July 2, 2016. |
statements and supplementary data of GK Services are filed as
Exhibit 99.2 to this Current Report on Form 8-K and are
incorporated herein by reference:
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Condensed Consolidated Statements of Operations for the
three and six months ended December 31, 2016 and December 26, 2015; |
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Condensed Consolidated Statements of Comprehensive Income
for the three and six months ended December 31, 2016 and December 26, 2015; |
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Condensed Consolidated Balance Sheets as of December 31,
2016 and July 2, 2016; |
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Condensed Consolidated Statements of Stockholders Equity
for the six months ended December 31, 2016; |
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Condensed Consolidated Statements of Cash Flows for the six
months ended December 31, 2016 and December 26, 2015; and |
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Notes to the Condensed Consolidated Financial Statements.
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financial information is based on the historical financial
information of Cintas and GK Services and has been prepared to
reflect the proposed Acquisition and related financing
transactions, is filed as Exhibit 99.3 to this Current Report on
Form 8-K and is incorporated herein by reference:
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Unaudited Pro Forma Condensed Consolidated Statement of
Income for the fiscal year ended May 31, 2016; |
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Unaudited Pro Forma Condensed Consolidated Statement of
Income for the six months ended November 30, 2016; |
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Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of November 30, 2016; and |
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Notes to Unaudited Pro Forma Condensed Consolidated
Financial Information. |
fixed charges giving effect to the Acquisition is filed as
Exhibit 99.4 to this Current Report on Form 8-K and is
incorporated herein by reference.
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Exhibit Number
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Description
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23.1
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Consent of KPMG LLP
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99.1
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GK Services, Inc. Audited Consolidated Financial
Statements as of July 2, 2016 and June 27, 2015 and for Each of the Fiscal Years Ended July 2, 2016, June 27, 2015 and June 28, 2014, including Item 9A of GK Services, Inc.s Annual Report on Form 10-K for the Year Ended July 2, 2016 |
|
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99.2
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GK Services, Inc. Unaudited Condensed Consolidated
Financial Statements as of December 31, 2016 and December 26, 2015 and for Each of the Three and Six Month Periods ended December 31, 2016 and December 26, 2015 |
|
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99.3
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Unaudited Pro Forma Condensed Consolidated Financial
Information |
|
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99.4
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Unaudited Pro Forma Computation of Ratios of Earnings
to Fixed Charges |
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About Cintas Corporation (NASDAQ:CTAS)
Cintas Corporation is a provider of corporate identity uniforms through rental and sales programs, as well as a provider of related business services, including entrance mats, restroom cleaning services and supplies, carpet and tile cleaning services, first aid and safety services and fire protection products and services. Its segments include uniform rental and facility services, and first aid and safety services. Its uniform rental and facility service segment offers services, which include rental and servicing of uniforms and other garments, including flame resistant clothing, mats, mops and shop towels, and other ancillary items. Its first aid and safety service segment offers services, which include first aid and safety products and services. Rental processing plants, rental branches, first aid and safety facilities, fire protection facilities, direct sales offices, distribution centers and manufacturing facilities are all utilized by the businesses included in All Other. Cintas Corporation (NASDAQ:CTAS) Recent Trading Information
Cintas Corporation (NASDAQ:CTAS) closed its last trading session down -0.32 at 118.09 with 421,959 shares trading hands.