Janus International Group, LLC (“Janus” or the “Company”), a
leading global manufacturer and supplier of turn-key building
solutions and new access control technologies for the self-storage
and other industrial sectors, announced today that members of Janus
management will participate in the Wolfe Research Global
Transportation and Industrials Conference on Tuesday, May 25,
2021.
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Janus expects to complete its business combination with Juniper
Industrial Holdings, Inc. (NYSE: JIH) and become a publicly listed
company in the second quarter of 2021. Clearlake, an investment
firm, is the largest shareholder in Janus.
ABOUT JANUS
INTERNATIONAL
Janus International Group, LLC (www.JanusIntl.com) is the
leading global manufacturer and supplier of turn-key self-storage,
commercial and industrial building solutions, including: roll-up
and swing doors, hallway systems, re-locatable storage units and
facility and door automation technologies. The Janus team operates
out of several U.S. locations and six locations
internationally.
ABOUT CLEARLAKE
Founded in 2006, Clearlake Capital Group, L.P. is an investment
firm operating integrated businesses across private equity, credit
and other related strategies. With a sector-focused approach, the
firm seeks to partner with experienced management teams by
providing patient, long term capital to dynamic businesses that can
benefit from Clearlake’s operational improvement approach, O.P.S.®
The firm’s core target sectors are industrials, technology, and
consumer. Clearlake currently has approximately $35 billion of
assets under management, and its senior investment principals have
led or co-led over 300 investments. The firm has offices in Santa
Monica and Dallas. More information is available at
www.clearlake.com and on Twitter @ClearlakeCap.
ABOUT JUNIPER INDUSTRIAL HOLDINGS, INC.
(NYSE: JIH)
Juniper Industrial Holdings, Inc., a Delaware corporation (“JIH”
or “Juniper”), is a Special Purpose Acquisition Corporation
targeting companies within the industrials sector. With $348
million in trust, Juniper was formed for the purpose of entering
into a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses. Juniper’s management team has a proven track
record of identifying market-leading technologies across the
industrial spectrum, and an affinity for businesses with strong
brands and mission-critical offering. The Juniper team has a robust
network of relationships within industrial and investment
communities built over 60+ years of combined industry experience,
and a deep understanding of industrial trends. More information is
available at www.juniperindustrial.com.
IMPORTANT INFORMATION AND WHERE TO FIND
IT
This communication is being made in connection with the proposed
business combination involving Juniper and Janus under a new
holding company, Janus Parent, Inc., a Delaware corporation (“Janus
Parent”). In connection with the proposed transactions, Janus
Parent has filed with the Securities and Exchange Commission
(“SEC”) a registration statement on Form S-4 (as amended, the
“Registration Statement”) containing a definitive proxy statement
of Juniper and a definitive prospectus of Janus Parent. This
announcement does not contain all the information that should be
considered concerning the proposed business combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the business combination. Juniper’s
shareholders and other interested persons are advised to read the
definitive proxy statement/prospectus and other documents filed in
connection with the proposed business combination, as these
materials will contain important information about Juniper, Janus,
Janus Parent and the business combination. Janus Parent has mailed
the definitive proxy statement/prospectus and other relevant
materials for the proposed business combination to shareholders of
Juniper as of a record date to be established for voting on the
proposed business combination. Shareholders are also able to obtain
copies of the definitive proxy statement/prospectus and other
documents filed with the SEC, without charge at the SEC’s website
at www.sec.gov. In addition, the documents filed by Juniper and
Janus Parent may be obtained free of charge from Juniper at
www.juniperindustrial.com/investors. Alternatively, these documents
can be obtained free of charge by directing a request to: Juniper
Industrial Holdings, Inc., 14 Fairmount Avenue, Chatham, New Jersey
07928.
PARTICIPANTS IN THE
SOLICITATION
Juniper, Janus and certain of their directors and executive
officers may be deemed participants in the solicitation of proxies
from Juniper’s shareholders with respect to the proposed business
combination. A list of the names of those directors and executive
officers and a description of their interests in Juniper is
contained in Juniper’s annual report on Form 10-K for the fiscal
year-ended December 31, 2020, which is available free of charge at
the SEC’s web site at www.sec.gov. In addition, the documents filed
by Juniper may be obtained from Juniper as described above under
“Important Information and Where to Find It.”
NO OFFER OR SOLICITATION
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
FORWARD LOOKING
STATEMENTS
Certain statements in this communication may be considered
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other
than statements of historical fact included in this communication
are forward-looking statements. When used in this communication,
words such as “may,” “should,” “could,” “would,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “continue,” or the negative of
such terms or other similar expressions, as they relate to the
management team, identify forward-looking statements. Such
forward-looking statements are based on the current beliefs of the
respective management of Janus and Juniper, based on currently
available information, as to the outcome and timing of future
events, and involve factors, risks, and uncertainties that may
cause actual results in future periods to differ materially from
such statements. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of
certain factors detailed in Juniper’s filings with the SEC
including, but not limited to, the risk factors and other
uncertainties set forth under “Risk Factors” in Part I, Item 1A of
Juniper’s Form 10-K for the year ended December 31, 2020 and in
Juniper’s other filings. There can be no assurance that the events,
results or trends identified in these forward-looking statements
will occur or be achieved. Forward-looking statements speak only as
of the date they are made, and neither Janus nor Juniper is under
any obligation, and each of them expressly disclaims any
obligation, to update, alter or otherwise revise any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law. All
subsequent written or oral forward-looking statements attributable
to Janus or Juniper or persons acting on its behalf are qualified
in their entirety by this paragraph.
In addition to factors previously disclosed in Juniper’s reports
filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results to differ materially from forward-looking statements
or historical performance: (i) ability to meet the closing
conditions to the merger, including approval by stockholders of
Juniper on the expected terms and schedule and the risk that any
regulatory approvals required for the merger are not obtained or
are obtained subject to conditions that are not anticipated; (ii)
the occurrence of any event, change or other circumstance that
could cause the termination of the merger agreement or a delay in
the closing of the merger; (iii) the effect of the announcement or
pendency of the proposed merger on Juniper’s business
relationships, operating results, and business generally; (iv)
failure to realize the benefits expected from the proposed
transaction; (v) risks that the proposed merger disrupts Janus’s
current plans and operations and potential difficulties in Janus’s
employee retention as a result of the proposed merger; (vi) the
effects of pending and future legislation; (vii) risks related to
disruption of management time from ongoing business operations due
to the proposed transaction; (viii) the amount of the costs, fees,
expenses and other charges related to the merger; (ix) risks of the
self-storage industry; (x) the highly competitive nature of the
self-storage industry and Janus’s ability to compete therein; (xi)
litigation, complaints, and/or adverse publicity; (xii) the ability
to meet NYSE’s listing standards following the consummation of the
proposed transaction and (xiii) cyber incidents or directed attacks
that could result in information theft, data corruption,
operational disruption and/or financial loss.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
an investment in Juniper and is not intended to form the basis of
an investment decision in Juniper. All subsequent written and oral
forward-looking statements concerning Janus and Juniper, the
proposed transaction or other matters and attributable to Janus and
Juniper or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Juniper and Janus undertake no obligation to update these
statements for revisions or changes after the date of this release,
except as required by law.
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Investor Contacts, Janus
Rodny Nacier/ Brad Cray Phone: 770-562-6399 Email: IR@JanusIntl.com
Media Contacts, Janus Phil
Denning / Nora Flaherty Media@janusintl.com Media Contacts, Clearlake Jennifer Hurson
JHurson@lambert.com
Juniper Industrial (NYSE:JIH)
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