UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
As previously disclosed, on January 9, 2024, Juniper Networks, Inc. (“Juniper” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Hewlett Packard Enterprise Company, a Delaware corporation (“HPE” or “Parent”), and Jasmine Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Company filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) on February 26, 2024, in connection with, among other things, the Merger Agreement. Goldman Sachs & Co. LLC (“Goldman Sachs”) served as financial advisor to the Company.
Certain Litigation
As of March 21, 2024, the Company is aware of five complaints that have been filed by purported stockholders of the Company: Zaita v. Juniper Networks, Inc., et al., No. 3:24-cv-01051 (N.D. Cal.), which was filed in the United States District Court for the Northern District of California; Garfield v. Anne DelSanto, et al., C.A. No. 24-cv-432887 (Cal. Super.), which was filed in the Superior Court of the State of California in and for the County of Santa Clara; Bushansky v. Juniper Networks, Inc., et al., No. 2024-0214 (Del. Ch.), which was filed in the Court of Chancery of the State of Delaware; Miller v. Juniper Networks, Inc., et al., C.A. No. 1:24-cv-00332 (D. Del.), which was filed in the United States District Court for the District of Delaware; and Smith v. Juniper Networks, Inc., et al., C.A. No. 1:24-cv-01912 (S.D.N.Y.), which was filed in the United States District Court for the Southern District of New York (each a “Complaint” and collectively, the “Complaints”). All Complaints with the exception of the Bushansky Complaint were filed as individual actions against the Company and current members of the Company’s board of directors (the “Board of Directors”), with the Garfield Complaint also listing Parent as a defendant. The Bushansky Complaint was filed as a class action against the Company, the Board of Directors and Parent.
The Complaints allege, among other things, that certain disclosures in the preliminary proxy statement (as in the case for the Zaita Complaint) and the Proxy Statement (as in the case for the other Complaints) filed in connection with the proposed transaction between Juniper and HPE omitted certain purportedly material information regarding, among other things, the background of the Merger, the Company’s financial projections and Goldman Sachs’ financial analyses. The Zaita Complaint asserts violations of Sections 14(a) and 20(a) of the Exchange Act; the Bushansky Complaint asserts that the members of the Board of Directors, and Rami Rahim, in his capacity as Chief Executive Officer, breached the fiduciary duties owed to Juniper’s stockholders; the Garfield Complaint asserts violations of California Corporations Code § 25401 and negligent misrepresentation and concealment and negligence under California common law; and the Smith and Miller Complaints each asserts violations of Sections 14(a) and 20(a) of the Exchange Act, 15 U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. §240.14a-9.
The Company also received demand letters (“Demand Letters”) on behalf of purported stockholders alleging that the preliminary proxy statement, as previously disclosed in the Proxy Statement, and Proxy Statement omitted certain purportedly material information and setting forth similar claims.
While the Company believes that the disclosures set forth in the Proxy Statement comply fully with all applicable law and denies the allegations in the Complaints and Demand Letters, in order to moot the purported stockholders’ and plaintiffs’ disclosure claims, avoid nuisance and possible expense and business delays, and provide additional
information to its stockholders, the Company has determined to voluntarily supplement certain disclosures in the Proxy Statement related to plaintiffs’ claims and demands with the supplemental disclosures set forth below (the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations that any additional disclosure was or is required or material.
SUPPLEMENTAL DISCLOSURES
The Supplemental Disclosures should be read in conjunction with the Proxy Statement, which should be read in its entirety, including the cautionary notes regarding the risks and limitations associated with relying on prospective financial information. The inclusion in the Supplemental Disclosures to the Proxy Statement of certain summary unaudited prospective financial information should not be regarded as an indication that any of the Company, Parent or their respective affiliates, officers, directors or other representatives, or any other recipient of this information, considered, or now considers, it to be material or to be reliably predictive of actual future results, and the unaudited prospective financial information should not be relied upon as such. To the extent defined terms are used but not defined herein, they have the meanings set forth in the Proxy Statement.
The “NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD VIRTUALLY VIA THE INTERNET ON APRIL 2, 2024” beginning on page i of the Proxy Statement is hereby amended and supplemented in its entirety as set forth in Exhibit 99.1 to this Current Report on Form 8-K, solely to add a brief summary of the Merger Agreement that was previously included in its entirety in the Proxy Statement.
The disclosure under the section captioned “Background of the Merger” beginning on page 36 of the Proxy Statement is hereby amended and supplemented as follows:
The disclosure under the section captioned “Background of the Merger” is hereby amended and supplemented by adding the following underlined and bolded text in the first full paragraph of such heading on page 36 of the Proxy Statement.
The Board of Directors and Juniper’s senior management team regularly review Juniper’s business, financial performance, strategic direction, outlook and growth prospects in light of industry and market developments. As part of this assessment, the Board of Directors and Juniper’s senior management regularly consider potential opportunities to strengthen Juniper’s business and enhance stockholder value, including by pursuing strategic opportunities such as acquisitions, dispositions, commercial partnerships or combinations with third parties. Consistent with its fiduciary duty to enhance stockholder value, the Board of Directors and management have always remained open to considering third-party interest in strategic transactions with Juniper as well, with a view to maximizing value for Juniper Stockholders. In the past, Juniper and the Board of Directors have been approached by various potentially interested strategic and financial buyers. Juniper and certain potential acquirors previously entered into confidentiality agreements, each of which was executed four or more years ago. Each such confidentiality agreement included a customary “standstill” provision that permitted such potential acquirors to approach the Board of Directors privately. None of the confidentiality agreements contained so-called “don’t ask, don’t waive” provisions, prohibiting the potential acquiror from requesting that the Board of Directors or Juniper release it from its “standstill” obligations. All such confidentiality agreements were terminated or expired before the Merger Agreement was signed and the “standstill” restrictions fell away. In connection with such confidentiality agreements, the Board of Directors previously received non-binding indications of interest from four interested parties between 2017 and 2020. While the Board of Directors considered prior acquisition proposals when they were presented, the Board of Directors ultimately did not believe such proposals provided sufficient value to Juniper Stockholders. All dates and times discussed in this “Background of the Merger” are reflective of Pacific Time.
The disclosure under the section captioned “Background of the Merger” is hereby amended and supplemented by adding the following underlined and bolded text and deleting the following strikethrough text from the fourth full paragraph of page 41 of the Proxy Statement.
On October 2, 2023, Juniper and HPE entered into a confidentiality agreement that to facilitate discussions and information sharing. The confidentiality agreement included customary “standstill” provisions, but which were set to terminate (i) upon a party’s public announcement of a definitive acquisition agreement with a third party or (ii) the day following ten business days after a third party commences certain tender or exchange offers. The confidentiality agreement did not include a so-called “don’t ask, don’t waive” provision.
The disclosure under the section captioned “Background of the Merger” is hereby amended and supplemented by adding the following underlined and bolded text in the first full paragraph of page 49 of the Proxy Statement.
On January 5, 2024, the Board of Directors held a meeting by videoconference, with members of Juniper’s senior management and representatives of Skadden and Goldman Sachs present for all or a portion of the meeting. The Board of Directors discussed updates in various workstreams in respect of a potential transaction, including due diligence and negotiation of the definitive merger agreement. Mr. Miller provided the Board of Directors with an updated preliminary estimate of Juniper’s performance during the fourth fiscal quarter of 2023 based on information available to date, noting it was consistent with the update provided to the Board of Directors at the prior meeting on January 2, 2024. Mr. Miller also provided the Board of Directors with two financial scenarios with respect to Juniper’s 2023 – 2028 fiscal years prepared by Juniper management, the more favorable of which scenarios being the Management Projections, noting that these scenarios were consistent with the scenarios previously presented to the Board of Directors. The Board of Directors and management discussed the differences between and the assumptions underlying these scenarios, the implications of the Company’s performance in the third and fourth fiscal quarters of 2023, including that “flash” preliminary estimates of Juniper’s financial results for the fourth quarter of fiscal year 2023 indicated that revenue, sales and earnings per share would likely be below the levels reflected in the Management Projections. Although the Board of Directors recognized that there was significant uncertainty with respect to the assumptions underlying the Management Projections, including in light of the Company’s earnings, sales achievement and revenues in the fourth fiscal quarter of 2023 and that the alternative scenario reflected a more conservative view, the Board of Directors directed management to authorize Goldman Sachs to use the Management Projections for purposes of Goldman Sachs’ analysis of the fairness from a financial point of view of the merger consideration to be paid to the Juniper Stockholders. In directing Goldman Sachs to use the Management Projections, the Board of Directors weighed various considerations, including Juniper’s financial performance, risks to achieving the financial results reflected in the Management Projections and potential opportunities available to Juniper to achieve such results. The Board of Directors then met in executive session and Mr. Rahim summarized conversations that were ongoing between representatives of HPE and himself and separately between representatives of HPE and Mr. Hajela, regarding future employment with the combined company (which conversations were authorized by the Board of Directors at a prior meeting), including that HPE had proposed that Mr. Rahim would lead the combined company’s networking business following completion of the proposed transaction. The independent directors of the Board of Directors also met in executive session and further discussed, among other matters, process and timing considerations, the status and potential implications of employment discussions between Messrs. Rahim and Hajela with representatives of HPE, and the ongoing development of the communications plan for a potential transaction.
The disclosure under the section captioned “Background of the Merger” is hereby amended and supplemented by adding the following underlined and bolded text in the fourth full paragraph of page 49 and the beginning of page 50 of the Proxy Statement.
On the morning of January 9, 2024, the Board of Directors held a meeting by teleconference, with members of Juniper’s senior management and representatives of Skadden and Goldman Sachs present for all or a portion of the
meeting. Representatives of Goldman Sachs reviewed with the Board of Directors its financial analyses of the merger consideration of $40 per share of Juniper common stock and a summary of the terms of the financing commitments received by HPE in connection with the transaction. A representative of Skadden presented a detailed overview of the fully negotiated definitive merger agreement and related documentation for the proposed transaction. After discussion among the Board of Directors and representatives of Goldman Sachs and Skadden, a representative of Goldman Sachs delivered Goldman Sachs’ oral fairness opinion, subsequently confirmed in writing, dated January 9, 2024, to the Board of Directors that, as of such date and based upon and subject to the factors and assumptions set forth in the its written opinion, the $40 per share in cash to be paid to the Juniper Stockholders (other than Parent and its affiliates) pursuant to the Merger Agreement is fair from a financial point of view to such Juniper Stockholders. (See the section of this proxy statement entitled “The Merger-Opinion of Goldman Sachs & Co.” for a detailed discussion of Goldman Sachs’ opinion). The Board of Directors was then presented with a summary of the terms of the proposed employment arrangements of Mr. Rahim and Mr. Hajela with the combined company. After additional discussions of the proposed transaction and the financial analyses and opinions and the terms of the transaction documentation summarized for the Board of Directors at the meeting, the Board of Directors, among other related matters, unanimously (1) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Juniper and the Juniper Stockholders; (2) approved and authorized the Merger Agreement, including the execution and delivery of the Merger Agreement by Juniper, the performance by Juniper of its obligations thereunder and the consummation of the transactions contemplated thereby, upon the terms and subject to the conditions set forth in the Merger Agreement, and the Merger; and (3) authorized and approved the submission of the Merger Agreement for adoption by the Juniper Stockholders, and resolved to recommend that Juniper Stockholders adopt the Merger Agreement. The Board of Directors then met in executive session and Mr. Rahim provided an update that employment discussions with HPE had recently concluded and it was determined that following completion of the proposed transaction, Mr. Rahim would lead the combined company’s networking business as its president and Mr. Hajela would serve as an executive vice president. Mr. Rahim further described contemplated roles, employee messaging and various related matters and discussions ensued. The independent directors of the Board of Directors also met in executive session and further discussed the decision to approve and recommend to Juniper Stockholders a transaction with HPE, governance matters and matters regarding communications and responses to inquiries regarding the announcement of a transaction with HPE, compliance with proxy solicitation rules and with certain other requirements set out in the definitive transaction agreement, and best practices related to communications and interim period matters.
The disclosure in the section captioned “Opinion of Goldman Sachs & Co.” beginning on page 54 of the Proxy Statement is hereby amended and supplemented as follows:
The disclosure under the subheading “Illustrative Discounted Free Cash Flow Analysis” is hereby amended and supplemented by adding the following underlined and bolded text on page 56 of the Proxy Statement.
Using the Management Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on Juniper to derive a range of illustrative present values per share of Juniper common stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 7.75% to 9.75%, reflecting estimates of Juniper’s weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2023 (i) estimates of unlevered free cash flow (after deducting stock-based compensation) for Juniper for the fourth quarter of 2023 and the fiscal years 2024 through 2028 as reflected in the Management Projections and (ii) a range of illustrative terminal values for Juniper, which were calculated by applying perpetuity growth rates ranging from 1.00% to 2.00% (which analysis implied terminal year next twelve-month (“NTM”) EBITDA exit multiples ranging from 7.0x to 10.6x). The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Management Projections and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including Juniper’s target capital structure weightings, the after-tax cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for Juniper, as well as certain financial metrics for the United States financial markets generally.
Goldman Sachs derived ranges of illustrative enterprise values for Juniper by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Juniper the amount of Juniper’s total debt and debt-like items of approximately $1.700 billion and added the amount of Juniper’s cash and cash equivalents and short-term investments of approximately $1.418 billion, in each case, as of
September 30, 2023, and provided by and approved for Goldman Sachs’ use by the management of Juniper, to derive a range of illustrative equity values for Juniper. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Juniper of approximately 339.8 million to 339.9 million, as provided by and approved for Goldman Sachs’ use by the management of Juniper, using the treasury stock method, to derive a range of illustrative present values per share ranging from $37.05 to $55.79.
The disclosure under the subheading “Illustrative Present Value of Future Share Price Analysis” is hereby amended and supplemented by adding the following underlined and bolded text on page 57 of the Proxy Statement.
Goldman Sachs then discounted these implied future values per share of Juniper common stock to September 30, 2023, using the end-year convention and an illustrative discount rate of 9.0%, reflecting an estimate of Juniper’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for Juniper, as well as certain financial metrics for the United States financial markets generally. Goldman Sachs then added the cumulative dividends per share of Juniper common stock of $0.92 and $0.96 expected to be paid to Juniper Stockholders through the end of each of fiscal years 2024 and 2025, respectively (including the $0.22 per share of Juniper common stock dividends paid in the fourth quarter of fiscal year 2023), as set forth in the Management Projections, discounted to September 30, 2023, using the mid-year convention and the same illustrative discount rate of 9.0%. This analysis resulted in a range of implied present values of $34.16 to $46.33 per share of Juniper common stock.
The disclosure under the subheading “Selected Transactions Analysis” is hereby amended and supplemented by adding the following underlined and bolded text on page 58 of the Proxy Statement.
Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of EV/NTM EBITDA multiples of 9.0x to 12.0x to Juniper’s NTM EBITDA (time-weighted as of January 8, 2024), as provided by and approved for Goldman Sachs’ use by the management of Juniper, to derive a range of implied enterprise values for Juniper. Goldman Sachs then subtracted the net debt of Juniper as of September 30, 2023 of $282 million, as provided by and approved for Goldman Sachs’ use by the management of Juniper, and divided the result by the number of fully diluted outstanding shares of Juniper common stock of approximately 339.7 million to 339.8 million as provided by and approved for Goldman Sachs’ use by the management of Juniper, using the treasury stock method to derive a reference range of implied values per Juniper common stock of $33.14 to $44.46.
The disclosure under the subheading “Selected Transactions Analysis” is hereby amended and supplemented by adding the following underlined and bolded column to the table on page 57 of the Proxy Statement.
| Selected Transactions |
EV / NTM EBITDA |
Enterprise Value ($ in millions) |
||||||||||
| Announcement Date |
Acquiror |
Target | ||||||||||
| August 2021 |
Adtran Holdings, Inc. | ADVA Optical Network SE | 6.2x | 759 | ||||||||
| November 2017 |
Thoma Bravo, LLC | Barracuda Networks, Inc. | 18.6x | 1,398 | ||||||||
| October 2017 |
Elliot Management | Gigamon Inc. | 14.9x | 1,312 | ||||||||
| February 2017 |
ARRIS International plc | Ruckus Networks, Inc. | 17.7x | 1,289 | ||||||||
| November 2016 |
Broadcom Limited | Brocade Communications Systems, Inc. | 10.3x | 5,934 | ||||||||
| April 2016 |
Brocade Communications Systems, Inc. | Ruckus Networks, Inc. | 18.2x | 1,241 | ||||||||
| April 2015 |
Nokia Oyj | Alcatel–Lucent S.A. | 8.6x | 14,124 | ||||||||
| March 2015 |
Hewlett Packard Enterprise | Aruba Networks, Inc. | 11.8x | 2,627 | ||||||||
| February 2015 |
Broadcom Limited | Emulex Corporation | 7.9x | 609 | ||||||||
| December 2014 |
Thoma Bravo, LLC | Riverbed Technology LLC | 11.0x | 3,580 | ||||||||
| Median |
11.4x | |||||||||||
The disclosure under the subheading “Opinion of Goldman Sachs & Co.” is hereby amended and supplemented by adding the following underlined and bolded text in the fifth full paragraph of such heading on page 59 of the Proxy Statement.
Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Juniper, Parent, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the transaction contemplated by the Merger Agreement. Goldman Sachs acted as financial advisor to Juniper in connection with, and participated in certain of the negotiations leading to, the transaction contemplated by the Merger Agreement. During the two-year period ended January 9, 2024, Goldman Sachs Investment Banking has not been engaged by Juniper or its subsidiaries to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. During the two-year period ended January 9, 2024, Goldman Sachs has provided certain financial advisory and/or underwriting services to Parent and its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as co-manager with respect to the public offering of Parent’s notes in March 2023 and co-manager with respect to the public offering of Parent’s notes in June 2023 for which Goldman Sachs received approximately $74,000 in the aggregate in compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Juniper, Parent and their respective affiliates for which Goldman Sachs Investment Banking may receive compensation.
Cautionary Statement Regarding Forward-Looking Statements
This document contains “forward-looking statements” within the meaning of the federal securities laws, including safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements involve risks, uncertainties and assumptions and are based on Juniper’s current expectations, estimates, projections, beliefs and assumptions made by Juniper, all of which are subject to change. In this context, forward-looking statements often address expected future business, financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “potentially,” “estimate,” “continue,” “expect,” “target,” and similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond Juniper’s control, and are not guarantees of future results. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements and you should not place undue reliance on any such statements, and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing or at all, including obtaining stockholder and regulatory approvals and other conditions to the completion of the transaction; (ii) the ability of HPE to integrate and implement its plans, forecasts and other expectations with respect to Juniper’s business after the completion of the proposed transaction and realize additional opportunities for growth and innovation; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement; (iv) Juniper’s ability to implement its business strategies; (v) potential significant transaction costs associated with the proposed transaction; (vi) the risks related to HPE’s financing of the proposed transaction, (vii) potential litigation or regulatory actions relating to the proposed transaction; (viii) the risk that disruptions from the proposed transaction will harm Juniper’s business, including current plans and operations, and risks related to diverting management’s attention from Juniper’s ongoing business operations and relationships; (ix) the ability of
Juniper to retain and hire key personnel; (x) potential adverse business uncertainty resulting from the announcement, pendency or completion of the proposed transaction, including restrictions during the pendency of the proposed transaction that may impact Juniper’s ability to pursue certain business opportunities or strategic transactions; (xi) legal, regulatory, tax and economic developments affecting Juniper’s business; (xii) the unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities or current or future pandemics or epidemics, as well as Juniper’s response to any of the aforementioned factors; and (xiii) other risks described in Juniper’s Annual Report on Form 10-K for its fiscal year ended December 31, 2023, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings made by Juniper from time to time with the SEC. These risks should not be considered a complete statement of all potential risks and uncertainty, and are discussed more fully, along with other risks associated with the proposed transaction, in the Proxy Statement filed with the SEC in connection with the proposed transaction. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Juniper does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
Additional Information and Where to Find It
In connection with the proposed transaction between Juniper Networks, Inc. (“Juniper” or the “Company”) and Hewlett Packard Enterprise company (“HPE”), Juniper filed with the SEC a definitive proxy statement on February 26, 2024 (the “Proxy Statement”). Juniper may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document which Juniper may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement and other documents that are filed or will be filed with the SEC by Juniper through the website maintained by the SEC at www.sec.gov, Juniper’s investor relations website at https://investor.Juniper.net or by contacting the Juniper investor relations department at the following:
Jess Lubert
Juniper Networks
(408) 936-3734
Participants in the Solicitation
Juniper and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Juniper’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Juniper’s proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on March 29, 2023. Juniper stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction, including the interests of Juniper directors and executive officers in the transaction, which may be different than those of Juniper stockholders generally, by reading the Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the proposed transaction. You may obtain free copies of these documents using the sources indicated above.
To the extent holdings of Juniper’s securities by its directors or executive officers have changed since the amounts set forth in such documents, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, has been included in the Proxy Statement relating to the proposed transaction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Notice of Special Meeting of Stockholders to be Held Virtually via the Internet on April 2, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 21, 2024
| Juniper Networks, Inc. | ||
| By: | /s/ Robert Mobassaly | |
| Name: | Robert Mobassaly | |
| Title: | SVP, General Counsel | |