Janus International S-4 Registration Statement Regarding Business Combination with Juniper Industrial Holdings Declared Effective by the SEC


TEMPLE, Georgia – (BUSINESS WIRE) – Janus International Group, LLC (“Janus” or the “Company”), a leading global manufacturer and supplier of turnkey construction solutions and new access control technologies for self-storage and other industrial sectors, today announced that the The Securities and Exchange Commission (“SEC”) has declared the registration statement on Form S-4 in connection with the proposed business combination agreement with Juniper Industrial Holdings, Inc. (NYSE: JIH) (“Juniper”), a special publicly traded acquisition company for the purposes, to be effective.

The Company has set for June 3, 2021 an extraordinary meeting for its shareholders to approve the proposals related to the merger. The proxy statement sent to its shareholders is available at: https://www.juniperindustrial.com/investors/#sec. Shareholders of record of Juniper as of May 4, 2021 will receive by mail the proxy documents relating to the proposed transaction and will be entitled to vote at the Special Meeting. The board of directors of Juniper and Janus has unanimously approved the business combination.

“We are pleased to have reached this critical milestone in our proposed business combination process. We look forward to completing the proposed merger,” said Roger Fradin, president of Juniper.

The transaction remains subject to shareholder approval and other customary closing conditions identified in the business combination agreement. Upon closing of the transaction, the Company will continue to operate under the Janus name and will be listed on the New York Stock Exchange under the ticker symbol “JBI”.


Janus International Group, LLC (www.JanusIntl.com) is the leading manufacturer and global supplier of turnkey solutions for self-storage, commercial and industrial buildings including: rolling and swing doors, hallway systems, relocatable storage units, and facility and door automation technologies . The Janus team operates from multiple locations in the United States and six locations internationally.


Founded in 2006, Clearlake Capital Group, LP is an investment firm with integrated activities in private equity, credit and other related strategies. With a sector-based approach, the firm seeks to partner with experienced management teams by providing patient and long-term capital to dynamic companies that can benefit from Clearlake’s operational improvement approach. OPS® The main target sectors of the company are industry, technology and consumption. Clearlake currently has approximately $ 35 billion in assets under management, and its senior investment managers have led or co-led over 300 investments. The company has offices in Santa Monica and Dallas. More information is available at www.clearlake.com and on Twitter @ClearlakeCap.


Juniper Industrial Holdings, Inc., a Delaware corporation (“JIH” or “Juniper”), is a special purpose acquisition company targeting companies in the industrial sector. With $ 348 million in trust, Juniper was formed for the purpose of completing a merger, stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more companies. Juniper’s leadership team has a proven track record in identifying leading-edge technologies in the market across the industrial spectrum, and an affinity for companies with strong brands and a strategic offering. The Juniper team has a strong network of relationships within the industry and investment communities, built on over 60 years of combined industry experience and a deep understanding of industry trends. More information is available at www.juniperindustrial.com.


This communication is 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 power of attorney. of Juniper and a definitive prospectus statement from Janus Parent. This announcement does not contain all of the information that should be taken into consideration regarding the proposed business combination and is not intended to form the basis of an investment decision or any other decision regarding the business combination. Juniper shareholders and other interested parties are advised to read the Proxy Circular / Final Prospectus and other documents filed in connection with the proposed business combination, as these documents will contain important information about Juniper, Janus, Janus Parent and the business combination. Janus Parent has mailed the final proxy circular / prospectus and other material relevant to the proposed business combination to Juniper shareholders on a record date to be set for voting on the proposed business combination. Shareholders may also obtain copies of the final Proxy Circular / Prospectus and other documents filed with the SEC, free of charge, from the SEC’s website at www.sec.gov. In addition, documents filed by Juniper and Janus Parent can 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.


Juniper, Janus and certain of their directors and senior officers may be considered participants in the solicitation of proxies from Juniper’s shareholders with respect to the proposed business combination. A list of the names of such directors and 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, available free of charge from the SEC. website at www.sec.gov. In addition, documents filed by Juniper may be obtained from Juniper as described above under “Important Information and Where to Find Them”.


This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of a vote or approval, and there will be no sale of securities in any state or jurisdiction in which a such offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of that other jurisdiction.


Certain statements contained in this press release 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 these or other similar terms, as they relate to the management team, identify forward-looking statements. These 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 differ materially from these statements. Actual results could differ materially from those contemplated in forward-looking statements due to certain factors detailed in documents filed by Juniper 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 will occur. Forward-looking statements speak only as of the date on which they are made, and neither Janus nor Juniper have any obligation, and each of them expressly disclaims any obligation, to update, modify or revise in any way. any other way any forward-looking statement, whether accordingly. 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 to persons acting on their 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 merger closing conditions, including approval by Juniper’s shareholders on schedule and terms and the risk that the regulatory approvals required for the merger may not be obtained or are obtained subject to unanticipated conditions; (ii) the occurrence of any event, change or other circumstance which could result in the termination of the Merger Agreement or a delay in closing the Merger; (iii) the effect of the announcement or suspension of the proposed merger on Juniper’s business relationships, results of operations and business generally; (iv) the inability to realize the expected benefits of the proposed transaction; (v) the risks that the proposed merger will disrupt Janus’ current plans and operations and the potential difficulties in retaining Janus employees as a result of the proposed merger; (vi) the effects of current and future legislation; (vii) risks associated with the disruption of the management time of ongoing business operations as a result of the proposed transaction; (viii) the amount of costs, fees, expenses and other charges relating to the merger; (ix) the risks of the self-storage industry; (x) the highly competitive nature of the self-storage industry and Janus’ ability to compete in it; (xi) disputes, complaints and / or adverse publicity; (xii) the ability to meet NYSE listing standards following completion 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 exhaustive or to contain all the information that a person may wish when considering an investment in Juniper and is not intended to form the basis for a decision to invest in Juniper. All subsequent written and oral forward-looking statements regarding 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 caveats above. Juniper and Janus assume no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Leave A Reply

Your email address will not be published.