JUNIPER NETWORKS INC false 0001043604 0001043604 2025-01-30 2025-01-30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2025

 

 

JUNIPER NETWORKS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34501   77-0422528

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1133 Innovation Way  
Sunnyvale, California   94089
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (408) 745-2000

Not Applicable

Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.00001 per share   JNPR   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

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 7.01

Regulation FD Disclosure.

As previously disclosed, on January 9, 2024, Juniper Networks, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among the Company, Hewlett Packard Enterprise Company, a Delaware corporation (“Parent”), and Jasmine Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

On January 30, 2025, the U.S. Department of Justice filed a complaint in the United States District Court for the Northern District of California seeking to enjoin the Merger (the “Action”).

Also on January 30, 2025, the Company and Parent issued a joint press release in response to the Action. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 7.01, including the exhibit referenced herein and attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-looking Statements

This document contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of Parent and its consolidated subsidiaries, and the Company and its consolidated subsidiaries, could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, any statements regarding the outcome of the litigation; any statements regarding the ability of Parent to integrate and implement its plans, forecasts and other expectations with respect to the Company’s business after the completion of the transaction, and to realize additional opportunities for growth and innovation; any statements regarding the expected benefits of the transaction contemplated by this document, including enhanced opportunities for growth, the delivery of customer benefits and the realization and timing of economic benefits; any statements concerning the expected development, performance, market share or competitive performance relating to products or services; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the ability of Parent and the Company to prevail in the litigation prior to the termination of the merger agreement or to prevail at all; the possibility that the expected benefits of the consummated transaction may not materialize as expected; that the parties are unable to successfully implement integration strategies; potential adverse business uncertainty resulting from the completion of the transaction; and other risks that are described in Parent’s and the Company’s SEC reports, including but not limited to the risks described in Parent’s Annual Report on Form 10-K for its fiscal year ended October 31, 2024 and the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2024, both filed with the Securities and Exchange Commission. Parent and the Company assume no obligation and do not intend to update these forward-looking statements.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit
No.		   

Description of Exhibit

99.1    Joint Press Release, issued by Juniper Networks, Inc. and Hewlett Packard Enterprise Company, dated January 30, 2025
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: January 30, 2025

 

Juniper Networks, Inc.
By:  

/s/ Robert Mobassaly

Name:   Robert Mobassaly
Title:   Senior Vice President and General Counsel

Exhibit 99.1

Hewlett Packard Enterprise and Juniper Networks Strongly Oppose Department of Justice’s Decision to File Suit to Block Acquisition

Proposed Acquisition Drives Innovation for Customer Solutions, Enhances an Already Competitive Market, and Fortifies U.S. National Security and the American “Core Tech” Sector

Companies Plan to Vigorously Defend the Transaction in Court

HOUSTON & SUNNYVALE, Calif. – January 30, 2025 – Hewlett Packard Enterprise (NYSE:HPE) and Juniper Networks, Inc. (NYSE:JNPR) today responded to the filing of a complaint by the U.S. Department of Justice seeking to prohibit closing of HPE’s proposed acquisition of Juniper:

“We believe the Department of Justice’s analysis of this acquisition is fundamentally flawed and we are disappointed in its decision to file a suit attempting to prohibit the closing of the transaction. We will vigorously defend against the Department of Justice’s overreaching interpretation of antitrust laws and will demonstrate how this transaction will provide customers with greater innovation and choice, positively change the dynamics in the networking market by enhancing competition, and strengthen the backbone of U.S. networking infrastructure. Consistent with the conclusions reached by all other major antitrust regulators who have reviewed the deal, this transaction brings together two complementary networking offerings and will create a networking player with the scope and scale to more effectively compete with global incumbents. This proposed acquisition will provide customers of all sizes with a modern, secure network built with AI and for AI to ensure a better user and operator experience, and will create more competition, not less.”

The facts in support of this transaction are clear:

There is extensive evidence that shows this acquisition is pro-competitive and the product area that is the focus of the DOJ’s suit – Wireless Local Area Network (WLAN) – is characterized by robust competition, with at least eight alternatives to HPE and Juniper.

 

  •  

The DOJ’s claim that the WLAN market is composed of three primary players is substantially disconnected from market realities. As customers shift to AI and cloud-driven business strategies for secure, unified technology solutions to protect their data, barriers to entry have decreased and expansion and competition for WLAN has intensified. As such, WLAN is an extremely competitive market with a broad set of players, all of whom are fighting for business and winning bids in competitive RFP processes. The transaction will not impede the ability of other WLAN vendors to vigorously compete.

 

  •  

These allegations ignore well capitalized competitors in the U.S. – several of which hold market shares comparable to Juniper and one of which holds more than 50% market share. These competitors generate business across all customer sizes and industry verticals, including large enterprise customers, who often solicit bids from five competitors for each opportunity.

  •  

The transaction has been approved by antitrust regulators in 14 jurisdictions, including the European Commission and the U.K. CMA, each of which unconditionally cleared the transaction and acknowledged the pro-competitive benefits of this transaction. Other than Israel, the U.S. is the only jurisdiction to not have cleared this deal.

 

  •  

Customers support this transaction, and the Department of Justice has not provided any evidence of customer complaints.

The combination creates unparalleled opportunity to better serve both HPE and Juniper customers and acts as an innovation catalyst for the industry.

 

  •  

This transaction will benefit customers who gain a comprehensive AI-driven and cloud-native IT portfolio including the networking architecture necessary to manage and simplify their expanding and increasingly complex connectivity needs.

 

  •  

Following the completion of the transaction, the combined company expects to accelerate innovation across the entire networking stack by investing in various R&D initiatives. This innovation will create more compelling solutions for customers and partners.

HPE and Juniper’s complementary combination will create a compelling, U.S.- based alternative globally to incumbents, fortifying the American “core tech” sector that serves as the backbone of U.S. networking infrastructure.

 

  •  

“Core tech” companies build and maintain the critical infrastructure that enables our entire modern economy and includes essential technologies like large-scale compute, semiconductors, and networking. These are essential to safeguarding national security.

 

  •  

The networking space has become a critical arena of vulnerability, particularly as the industry looks toward 6G development and quantum-secure communications.

 

  •  

The transaction will create a robust U.S.-based provider of core technology infrastructure that can help to protect against national security risks in the global technology market.

HPE and Juniper remain fully committed to the transaction and believe we will prevail in litigation and close the transaction so we can deliver the benefits of this acquisition to our customers.

About Hewlett Packard Enterprise

Hewlett Packard Enterprise (NYSE: HPE) is a global technology leader focused on developing intelligent solutions that allow customers to capture, analyze, and act upon data seamlessly. The company innovates across networking, hybrid cloud, and AI to help customers develop new business models, engage in new ways, and increase operational performance. For more information, visit: www.hpe.com.

About Juniper Networks

Juniper is dedicated to dramatically simplifying network operations and driving superior experiences for end users. Our solutions deliver industry-leading insight, automation, security and AI to drive real business results. We believe that powering connections will bring us closer together while empowering us all to solve the world’s greatest challenges of well-being, sustainability and equality. Additional information can be found at https://www.juniper.net/ or connect with Juniper on X (formerly Twitter), LinkedIn and Facebook.

Media Contacts:

HPE

Laura Keller

laura.keller@hpe.com

Juniper

Pelin Murphy

pelin@juniper.net

Investor Contacts:

HPE

Paul Glaser

investor.relations@hpe.com

Juniper

Jess Lubert

jlubert@juniper.net

Forward-looking Statements

This document contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of HPE and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, any statements regarding the outcome of the litigation; any statements regarding 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 transaction, and to realize additional opportunities for growth and innovation; any statements regarding the expected benefits of the transaction contemplated by this document, including enhanced opportunities for growth, the delivery of customer benefits and the realization and timing of economic benefits; any statements concerning the expected development, performance, market share or competitive performance relating to products or services; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the ability of HPE and Juniper to prevail in the litigation prior to the termination of the merger agreement or to prevail at all; the possibility that the expected benefits of the consummated transaction may not materialize as expected; that the parties are unable to successfully implement integration strategies; potential adverse business uncertainty resulting from the completion of the transaction; and other risks that are described in HPE’s and Juniper’s SEC reports, including but not limited to the risks described in HPE’s Annual Report on Form 10-K for its fiscal year ended October 31, 2024 and Juniper’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2024, both filed with the Securities and Exchange Commission. HPE and Juniper assume no obligation and do not intend to update these forward-looking statements.

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Entity Central Index Key 0001043604
Document Type 8-K
Document Period End Date Jan. 30, 2025
Entity Incorporation State Country Code DE
Entity File Number 001-34501
Entity Tax Identification Number 77-0422528
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