JNPR Juniper Networks Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

JUNIPER NETWORKS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Juniper Networks, Inc.

February 26, 2024

Dear Juniper Stockholder:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of holders of common stock, par value $0.00001 per share, of Juniper Networks, Inc. (“Juniper common stock,” and the holders thereof “Juniper Stockholders”), a Delaware corporation (“Juniper” or the “Company”), to be held on April 2, 2024, at 9:00 a.m., Pacific time. Juniper will hold the Special Meeting virtually via the Internet at www.virtualshareholdermeeting.com/JNPR2024SM. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” or “in person” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated as of January 9, 2024 (the “Merger Agreement”), by and among Juniper, 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”), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Juniper’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), (iii) a proposal to approve an amendment to the Restated Certificate of Incorporation of Juniper, as amended, to reflect new Delaware law provisions regarding officer exculpation (the “Officer Exculpation Proposal”), and (iv) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. Pursuant to the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Juniper and the separate corporate existence of Merger Sub will cease, with Juniper continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”).

If the Merger is completed, you will be entitled to receive $40.00 in cash, less any applicable withholding taxes, for each share of Juniper common stock that you own, unless you have properly exercised your appraisal rights.

The Board of Directors of Juniper (the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, unanimously: (i) 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; (ii) 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 (iii) 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 unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; (3) “FOR” the Officer Exculpation Proposal; and (4) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire

enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting virtually and vote by virtual ballot, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Juniper common stock entitled to vote at the Special Meeting. The failure of any Juniper Stockholder to vote by virtual ballot, to submit a validly executed proxy card or to grant a proxy electronically over the Internet or by telephone will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20^th Floor

New York, New York 10022

Stockholders call: (877) 750-8338 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of these matters.

Sincerely,

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated by it or if the information contained in the accompanying proxy statement is accurate or adequate. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated February 26, 2024 and, together with the enclosed form of proxy card, is first being mailed on or about February 26, 2024.

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Juniper Networks, Inc.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA THE INTERNET ON APRIL 2, 2024

Notice is hereby given that a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of holders of common stock, par value $0.00001 per share, of Juniper Networks, Inc. (“Juniper common stock,” and the holders thereof “Juniper Stockholders”), a Delaware corporation (“Juniper” or the “Company”), will be held on April 2, 2024 at 9:00 a.m., Pacific time. Juniper will hold the Special Meeting virtually via the Internet at www.virtualshareholdermeeting.com/JNPR2024SM. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” or “in person” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

Only Juniper Stockholders of record as of the close of business on February 23, 2024 are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Board of Directors of Juniper (the “Board of Directors”) unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; (3) “FOR” the Officer Exculpation Proposal and (4) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Juniper Stockholders who do not vote in favor of adopting the Merger Agreement will have the right to seek appraisal of the “fair value” of their shares of Juniper common stock, as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), if they deliver a demand for appraisal before the vote is taken on the proposal to adopt the Merger Agreement and comply with all the requirements of Delaware law, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement. Section 262 of the DGCL is reproduced in its entirety in Annex C to the accompanying proxy statement and is incorporated therein by reference.

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Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting virtually and vote by virtual ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the adoption of the Merger Agreement, “FOR,” on an advisory (non-binding) basis, the Compensation Proposal, “FOR” the Officer Exculpation Proposal and “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

By Order of the Board of Directors,

Dated: February 26, 2024

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YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a Juniper Stockholder of record, voting in person by virtual ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone, or (3) vote by virtual ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and (a) will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and the Officer Exculpation Proposal and (b) will have no effect on the Compensation Proposal (if a quorum is present) or the Adjournment Proposal.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, or would like additional copies of the accompanying proxy statement or need help voting your shares of Juniper common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 750-8338 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

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TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated herein by reference without charge by following the instructions under the caption, “Where You Can Find More Information.”

Even if you plan to attend the Special Meeting, to ensure that your shares will be represented at the Special Meeting, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid

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reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and complete a virtual ballot, your vote will revoke any proxy previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

At the Effective Time, each restricted stock unit award (a “Company RSU Award”) that is outstanding and has not yet been settled as of immediately prior to the Effective Time and held by a non-employee member of the Board of Directors (the “Non-Employee Director RSU Awards”) will vest and be cancelled and converted into the right to receive an amount of cash equal to the product of (A) the number of Juniper common stock that were subject to the Company RSU Award as of immediately prior to the Effective Time, multiplied by (B) the Per Share Merger Consideration.

At the Effective Time, each Company RSU Award (that is not a Non-Employee Director RSU Award) that is outstanding immediately prior to the Effective Time will be converted into a restricted stock unit award that corresponds to Parent Shares (each, a “Parent RSU Award”) with respect to a number of Parent Shares (rounded to the nearest whole number of shares) equal to the product of (i) the number of Juniper common stock underlying such Company RSU Award immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange Ratio. For purposes of clause (i) of the immediately preceding sentence, the number of Juniper common stock underlying a performance-vesting Company RSU Award will be determined (A) in respect of performance or measurement periods that have been completed and for which the Compensation Committee of the Board (the “Compensation Committee”) has determined performance achievement on or prior to the Closing Date, based on actual performance determined by the Compensation

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Committee (or in the case of such awards assumed by the Company from prior acquisitions, any management committee or other committee established by the Board of Directors or authorized committees thereof) in accordance with the terms thereof in the ordinary course of business consistent with past practice, and (B) in respect of all other performance or measurement periods, with applicable performance goals deemed achieved at target performance levels (or if the maximum number of shares issuable under such performance-vesting Company RSU Award is 100% of the “target” level, such “target” level), except that the achievement of TSR performance goals will be determined based on actual performance in connection with the transactions contemplated by the Merger Agreement and pursuant to the applicable award agreement. Except as otherwise provided in the foregoing, each Parent RSU Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Company RSU Award immediately prior to the Effective Time, except that any such Parent RSU Award corresponding to a performance-vesting Company RSU Award will no longer be subject to performance-based vesting.

For more information on the treatment of Company Options Awards and Company RSUs Awards (collectively, the “Company Equity Awards”), please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement-Merger Consideration-Treatment of Company Equity Awards.”

The failure of any Juniper Stockholder of record to: (i) submit a signed proxy card; (ii) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (iii) vote in person by virtual ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. Please refer to subsequent questions below for details on what constitutes a quorum. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. Abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement.

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The Board of Directors has declared a regular quarterly cash dividend of $0.22 per share of Juniper common stock, payable on March 22, 2024, to Juniper Stockholders of record as of the close of business on March 1, 2024.

For Juniper Stockholders of record: Please call Innisfree M&A Incorporated at 877-750-8338.

For holders in street name: Please contact your account representative at your broker, bank or other similar institution.

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The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; (3) “FOR” the Officer Exculpation Proposal and (4) “FOR” the adjournment of the Special Meeting.

Under certain specified circumstances where the Merger Agreement is terminated, Juniper will be required to pay Parent a termination fee equal to $407,500,000, and under other specified circumstances where the Merger Agreement is terminated, Parent will be required to pay Juniper a termination fee equal to $815,000,000, in each case, in connection with the termination of the Merger Agreement, as described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement-Termination Fees.”

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The failure of any Juniper Stockholder of record to: (i) submit a signed proxy card; (ii) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (iii) vote in person by virtual ballot at the Special Meeting will have the same effect as a vote “AGAINST” the Officer Exculpation Proposal. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the Officer Exculpation Proposal. Abstentions will have the same effect as a vote “AGAINST” the Officer Exculpation Proposal. Each “broker non-vote” will also count as a vote “AGAINST” the Officer Exculpation Proposal.

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If you fail to comply with any of these conditions and the Merger is completed, you will be entitled to receive the Per Share Merger Consideration, but you will have no appraisal rights with respect to your shares of Juniper common stock.

In addition, because shares of Juniper common stock are listed on a national securities exchange and are expected to continue to be listed on such exchange immediately prior to the consummation of the Merger, the Delaware Court of Chancery will dismiss appraisal proceedings as to all shares of Juniper common stock, unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of Juniper common stock eligible for appraisal or (2) the value of the Per Share Merger Consideration for such total number of shares entitled to appraisal exceeds $1 million (collectively, the “Ownership Thresholds”). At least one of the Ownership Thresholds must be met in order for Juniper Stockholders to be entitled to seek appraisal with respect to such shares of Juniper common stock.

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In the case of a record holder of shares of Juniper common stock, voting, via the Internet during the Special Meeting or by proxy, against, abstaining from voting on or failing to vote on the Merger Agreement will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal is in addition to and separate from any proxy or vote. If you want to exercise your appraisal rights, you must not vote your shares of Juniper common stock via the Internet during the Special Meeting or by proxy in favor of the Merger Agreement.

In the case of a beneficial owner of shares of Juniper common stock, brokers, banks and other nominees that hold shares in “street name” for their customers do not have discretionary authority to vote those shares on the Merger Agreement without specific voting instructions from the beneficial owner on such proposal, but such brokers, banks or other nominees will vote such shares as instructed if the beneficial owner provides such instructions. If a beneficial owner of shares of Juniper common stock held in “street name” instructs such person’s broker, bank or other nominee to vote such person’s shares in favor of the Merger Agreement, and does not revoke such instruction prior to the vote on the Merger Agreement, then such shares will be voted in favor of the Merger Agreement, and it will constitute a waiver of such beneficial owner’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, if you are a beneficial owner of shares of Juniper common stock who wishes to exercise appraisal rights, you must either not provide any instructions to your broker, bank or other nominee how to vote on the Merger Agreement or instruct such broker, bank or other nominee to vote against the Merger Agreement or abstain from voting on such proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Juniper common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the Juniper Stockholder of record. As the beneficial owner, you have the right to direct your bank, broker

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or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the Juniper Stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of Juniper common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet by visiting the address on your proxy card or by telephone by calling the phone number on your proxy card, in each case, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting virtually, you are strongly encouraged to vote your shares of Juniper common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of Juniper common stock by virtual ballot at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote by virtual ballot, your previous vote by proxy will not be counted.

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If you hold your shares of Juniper common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; (3) “FOR” the Officer Exculpation Proposal and (4) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

You may receive more than one (1) set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares of Juniper common stock in more than one (1) brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a Juniper Stockholder of record and your shares are registered in more than one (1) name, you will receive more than one (1) proxy card.

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For a more complete description of the U.S. federal income tax consequences of the Merger, see the section of this proxy statement captioned “The Merger-U.S. Federal Income Tax Considerations.”

You should consult your tax advisor(s) concerning the U.S. federal income tax consequences relating to the Merger in light of your particular circumstances and any consequences arising under the laws of any state, local or non-U.S. tax jurisdiction.

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Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 750-8338 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

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FORWARD-LOOKING STATEMENTS

This proxy statement, and any document to which Juniper refers in this proxy statement, 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:

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While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Juniper’s financial condition, results of operations, or liquidity. 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.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on April 2, 2024, at 9:00 a.m., Pacific time. Juniper will hold the Special Meeting virtually via the Internet at the virtual meeting website at www.virtualshareholdermeeting.com/JNPR2024SM. You will not be able to attend the Special Meeting physically in person.

Purpose of the Special Meeting

At the Special Meeting, we will ask Juniper Stockholders to vote on proposals to: (i) adopt the Merger Agreement; (ii) approve, on an advisory (non-binding) basis, the Compensation Proposal; (iii) approve the Officer Exculpation Proposal; and (iv) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Record Date; Shares Entitled to Vote; Quorum

Only Juniper Stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of Juniper Stockholders entitled to vote at the Special Meeting will be available at the virtual meeting website during the Special Meeting. As of the Record Date, there were 324,381,417 shares of Juniper common stock outstanding and entitled to vote at the Special Meeting.

The holders of a majority of the shares of Juniper common stock issued and outstanding and entitled to vote, present or as represented by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the outstanding shares of Juniper common stock is required to adopt the Merger Agreement. As of the Record Date, 162,190,709 votes constitute a majority of the outstanding shares of Juniper common stock. Adoption of the Merger Agreement by Juniper Stockholders is a condition to the closing of the Merger.

The affirmative vote by holders of a majority of the votes cast at the Special Meeting, provided a quorum is present, is required to approve, on an advisory (non-binding) basis, the Compensation Proposal.

The affirmative vote of the holders of a majority of the outstanding shares of Juniper common stock is required to approve the Officer Exculpation Proposal.

Approval of the proposal to adjourn the Special Meeting, whether or not a quorum is present, requires the affirmative vote of a majority of votes present at the Special Meeting.

If a Juniper Stockholder abstains from voting, that abstention will have the same effect as if Juniper Stockholders voted “AGAINST” the proposal to adopt the Merger Agreement and the Officer Exculpation Proposal, but will have no effect on the Compensation Proposal (provided that a quorum is present) or the proposal to adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement and the Officer Exculpation Proposal, but will have no effect on the Compensation Proposal (provided that a quorum

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is present) or the proposal to adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Juniper does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine. As a result, no broker will be permitted to vote your shares of Juniper common stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

Stock Ownership and Interests of Certain Persons

Shares Held by Juniper’s Directors and Executive Officers

As of the Record Date, Juniper directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 4,082,085 shares of Juniper common stock, representing approximately 1.26% of the shares of Juniper common stock outstanding on the Record Date (and approximately 1.32% of the total shares of Juniper common stock outstanding when taking into account Company Equity Awards held, in the aggregate, by Juniper directors and executive officers).

Voting of Proxies

If your shares of Juniper common stock are registered in your name with our transfer agent, EQ Shareowner Services, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person by virtual ballot at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available and follow the instructions on the proxy card in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote in person, you will be given a virtual ballot at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you attend the Special Meeting virtually and by virtual ballot, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the Juniper Stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; (3) “FOR” the Officer Exculpation Proposal; and (4) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet

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or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement and the Officer Exculpation Proposal, but will not have any effect on the Compensation Proposal, assuming a quorum is present, or the Adjournment Proposal.

Revocability of Proxies

If you are a Juniper Stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your appearance at the Special Meeting will not have the effect of revoking your prior proxy; provided that you do not vote in person or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.

If you hold your shares of Juniper common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow Juniper Stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Board of Directors’ Recommendation

The Board of Directors has unanimously: (i) 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; (ii) 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 (iii) 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 unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; (3) “FOR” the Officer Exculpation Proposal; and (4) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Solicitation of Proxies

The expenses of soliciting proxies will be paid by Juniper. Juniper has retained Innisfree M&A Incorporated to assist in soliciting proxies at a fee of $50,000, plus costs and expenses. Juniper and its agents may solicit proxies by mail, electronic mail, telephone, facsimile, by other similar means or in person. Our directors, officers, and other employees, without additional compensation, and employees of Innisfree M&A Incorporated may solicit

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proxies personally or in writing, by telephone, email or otherwise. Juniper will request brokers, custodians, nominees and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and request authority for the exercise of proxies. In such cases, Juniper, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials through the internet, you are responsible for any internet access charges you may incur.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by Juniper Stockholders of the proposal to adopt the Merger Agreement, we currently anticipate that the Merger will be consummated in late calendar year 2024 or early calendar year 2025.

Dissenters’ Rights

If the Merger is consummated, Juniper Stockholders who continuously hold shares of Juniper common stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that Juniper Stockholders who perfect their appraisal rights, who do not thereafter withdraw their demand for appraisal, and who follow the procedures in the manner prescribed by Section 262 of the DGCL may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Juniper common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be “fair value,” if any, (or in certain circumstances described in further detail in the section of this proxy statement captioned “The Merger-Dissenters’ Rights,” on the difference between the amount determined to be the “fair value” and the amount paid by the Surviving Corporation in the Merger to each Juniper Stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, Juniper Stockholders who wish to seek appraisal of their shares are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the “fair value” of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the Per Share Merger Consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must: (i) submit a written demand for appraisal to Juniper before the vote is taken on the proposal to adopt the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (iii) continue to hold your shares of Juniper common stock of record through the Effective Time; and (iv) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by Juniper Stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Merger-Dissenters’ Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex C to this proxy statement and incorporated herein by reference. If you hold your shares of Juniper common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee.

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Delisting and Deregistration of Juniper Common Stock

If the Merger is completed, the shares of Juniper common stock will be delisted from NYSE and deregistered under the Exchange Act, and shares of Juniper common stock will no longer be publicly traded.

Other Matters

At this time, we know of no other matters to be voted on at the Special Meeting other than those proposals as set forth in this proxy statement. If any other matters properly come before the Special Meeting, your shares of Juniper common stock will be voted in accordance with the discretion of the appointed proxy holders.

Householding of Special Meeting Materials

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those stockholders. As permitted by the Exchange Act, only one copy of this proxy statement is being delivered to Juniper Stockholders residing at the same address, unless Juniper Stockholders have notified Juniper of their desire to receive multiple copies of this proxy statement.

Accordingly, unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two (2) or more Juniper Stockholders reside. Each Juniper Stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents, please contact us using the instructions set forth below. Similarly, if you share an address with another Juniper Stockholder and together both of you would like to receive only a single set of our disclosure documents, please contact us using the instructions set forth below.

If you are a Juniper Stockholder of record, you may contact us by writing to Juniper at 1133 Innovation Way, Sunnyvale, California 94089, for the attention of Investor Relations or by calling Juniper at (408) 745-2000 and requesting to speak with our investor relations department. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, or would like additional copies of this proxy statement or need help voting your shares of Juniper common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 750-8338 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you.

Parties Involved in the Merger

Juniper Networks, Inc.

1133 Innovation Way

Sunnyvale, California 94089

(408) 745-2000

Juniper delivers reliable and secure networking technology to our customers, including network operators, telecommunication and cloud providers, enterprise IT teams, lines of businesses and network users such as individual devices, machines, applications, microservices and data stores. Businesses across the world use our solutions to access the internet and digital services, and our networks support their mission critical tasks. Since our inception, we believe that our solutions have led the way in high-performance networking when scaling the internet was a top priority. As organizations shift to remote work models, and adopt hybrid and multi-cloud architectures, our customers are facing greater challenges operating increasingly complex networks and handling more traffic with fewer staff members and lower IT budgets. Our cloud-driven, Artificial Intelligence (“AI”) native technology simplifies network operations and meaningfully improves end-user experience by proactively resolving problems, resulting in fewer support tickets and less time to deploy, manage, and maintain the network than other competitive solutions. We believe this is our key differentiator.

Our solutions address secure connectivity needs for:

Our AI-native, enterprise networking operations (“AIOps”) software-as-a-service (“SaaS”) platform leverages data and automation to enable reliable, predictable, measurable user experience and superior performance for operators by simplifying deployment and day-to-day operations across the entire network.

We categorize our customers into three verticals: Enterprise, Cloud and Service Provider. Our solutions are supporting the most demanding use cases across each vertical.

We strive to design and build best-in-class products and solutions to address our customer priorities, including:

In addition to our products, we offer a variety of services, including maintenance and support, professional services, SaaS, and education and training programs to provide solutions that address our customers’ needs.

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We sell our solutions in more than 150 countries in three geographic regions: Americas; Europe, Middle East, and Africa, which we refer to as EMEA; and Asia Pacific, which we refer to as APAC.

Our corporate headquarters are located in Sunnyvale, California. Our website address is www.juniper.net. Our common stock is listed on NYSE under the symbol “JNPR.”

Hewlett Packard Enterprise Company

1701 E Mossy Oaks Road

Spring, Texas 77389

(678) 259-9860

HPE is a global technology leader focused on developing intelligent solutions that allow customers to capture, analyze and act upon data seamlessly from edge to cloud. HPE enables customers to accelerate business outcomes by driving new business models, creating new customer and employee experiences, and increasing operational efficiency today and into the future. HPE’s customers range from small-and-medium-sized businesses to large global enterprises and governmental entities. HPE’s legacy dates back to a partnership founded in 1939 by William R. Hewlett and David Packard, and HPE strives every day to uphold and enhance that legacy through its dedication to providing innovative technological solutions to its customers.

HPE was incorporated in Delaware in February 2015. HPE’s headquarters are in Spring, Texas. HPE common stock is listed on NYSE under the symbol “HPE.”

Jasmine Acquisition Sub, Inc.

1701 E Mossy Oaks Road

Spring, Texas 77389

(678) 259-9860

Merger Sub is a wholly owned subsidiary of Parent and was incorporated in Delaware on December 29, 2023, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. It has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub will merge with and into Juniper and the separate corporate existence of Merger Sub will cease, with Juniper continuing as the Surviving Corporation. As a result of the Merger, Juniper will become a wholly owned subsidiary of Parent, and Juniper common stock will no longer be publicly traded and will be delisted from NYSE. In addition, Juniper common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

Effect on Juniper if the Merger is Not Completed

If the Merger Agreement is not adopted by Juniper Stockholders, or if the Merger is not completed for any other reason:

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Merger Consideration

Juniper Common Stock

At the Effective Time, each then outstanding share of Juniper common stock (other than Excluded Shares, which include, for example, shares of Juniper common stock owned by Juniper Stockholders who have properly exercised and not withdrawn their statutory rights of appraisal in accordance with Section 262 of the DGCL) outstanding as of immediately prior to the Effective Time will be canceled and extinguished and automatically converted into the right to receive the Per Share Merger Consideration, less any applicable withholding taxes.

At or promptly following the Effective Time, Parent will deposit (or cause to be deposited) an amount of cash equal to the aggregate Per Share Merger Consideration with a designated exchange agent for payment of each share of Juniper common stock owned by each Juniper Stockholder. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement-Exchange and Payment Procedures.”

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration, but you will no longer have any rights as a Juniper Stockholder (except that Juniper Stockholders who properly exercise their appraisal rights may have the right to receive payment for the “fair value” of their shares determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “The Merger-Dissenters’ Rights.”

Treatment of Company Equity Awards

At the Effective Time, by virtue of the Merger and without the need for any further action on the part of the holder thereof, each Company Option Award that is outstanding immediately prior to the Effective Time will be converted into a Parent Option Award to acquire (A) that number of Parent Shares (rounded down to the nearest whole number of shares) equal to the product of (x) the number of Juniper common stock underlying such Company Option Award immediately prior to the Effective Time multiplied by (y) the Equity Award Exchange Ratio, (B) at an exercise price per Parent Share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per Juniper common stock of such Company Option Award by (y) the Equity Award Exchange Ratio. Except as otherwise provided in the foregoing, each such Parent Option Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Company Option Award immediately prior to the Effective Time.

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At the Effective Time, each Company RSU Award that is outstanding and has not yet been settled as of immediately prior to the Effective Time and is a Non-Employee Director RSU Award will vest and be cancelled and converted into the right to receive an amount of cash equal to the product of (A) the number of Juniper common stock that were subject to the Company RSU Award as of immediately prior to the Effective Time, multiplied by (B) the Per Share Merger Consideration.

At the Effective Time, each Company RSU Award (that is not a Non-Employee Director RSU Award) that is outstanding immediately prior to the Effective Time will be converted into a Parent RSU Award with respect to a number of Parent Shares (rounded to the nearest whole number of shares) equal to the product of (i) the number of Juniper common stock underlying such Company RSU Award immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange Ratio. For purposes of clause (i) of the immediately preceding sentence, the number of Juniper common stock underlying a performance-vesting Company RSU Award will be determined (A) in respect of performance or measurement periods that have been completed and for which the Compensation Committee has determined performance achievement on or prior to the Closing Date, based on actual performance determined by the Compensation Committee (or in the case of such awards assumed by the Company from prior acquisitions, any management committee or other committee established by the Board of Directors or authorized committees thereof) in accordance with the terms thereof in the ordinary course of business consistent with past practice, and (B) in respect of all other performance or measurement periods, with applicable performance goals deemed achieved at target performance levels (or if the maximum number of shares issuable under such performance-vesting Company RSU Award is 100% of the “target” level, such “target” level), except that the achievement of TSR performance goals will be determined based on actual performance in connection with the transactions contemplated by the Merger Agreement and pursuant to the applicable award agreement. Except as otherwise provided in the foregoing, each Parent RSU Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Company RSU Award immediately prior to the Effective Time, except that any such Parent RSU Award corresponding to a performance-vesting Company RSU Award will no longer be subject to performance-based vesting.

For more information on the treatment of Company Equity Awards, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement-Merger Consideration-Treatment of Company Equity Awards.”

Treatment of Company ESPP

In accordance with the terms of the Merger Agreement, Juniper will take such action as may be necessary or appropriate under the Company ESPP, to ensure, provide for or cause the following to occur (i) except for the Final Offering Period, no new offering period under the Company ESPP will commence during the period from the date of the Merger Agreement through the Effective Time; (ii) there will be no increase in the amount of payroll deductions or payroll contributions permitted to be made by the participants under the Company ESPP during the current offering period, except those made in accordance with payroll deduction elections that are in effect as of the date of the Merger Agreement; and (iii) no individuals will commence participation in the Company ESPP during the period from the date of the Merger Agreement through the Effective Time. If the Effective Time would occur during any Final Offering Period, (i) the accumulated contributions of the participants in such offering period will be used to purchase shares of Juniper common stock as of such date as Juniper determines in its sole discretion (provided that such date will be no later than five (5) business days prior to the Effective Time), (ii) the participants’ accumulated contributions under the Company ESPP will be used to purchase Juniper common stock in accordance with the terms of the Company ESPP as of the date determined in accordance with the foregoing clause (i), and (iii) purchase rights under such offering period will terminate immediately after such purchase. As of no later than the business day immediately prior to the Effective Time, Juniper will terminate the Company ESPP. As promptly as practicable following the purchase of shares of Juniper common stock in accordance with the immediately foregoing clause (ii), Juniper will return to each participant the funds, if any, that remain in such participant’s account under the Company ESPP after such purchase.

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For more information on the treatment of the Company ESPP, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement-Merger Consideration-Treatment of Company ESPP.”

Background of the Merger

The Board of Directors and Juniper’s senior management team regularly review Juniper’s business, financial performance and 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. 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.

On February 13, 2023, Antonio Neri, Chief Executive Officer of HPE contacted Rami Rahim, Chief Executive Officer of Juniper, to initiate a dialogue around a potential transaction between Juniper and HPE. Mr. Neri inquired about Juniper’s willingness to explore a potential transaction with HPE. Neither price nor any other potential transaction terms were discussed at this time. Mr. Rahim expressed to Mr. Neri that Juniper was focused on executing on its standalone plan.

On February 16, 2023, Mr. Rahim reported his conversation with Mr. Neri to Scott Kriens, Chairman of the Board of Directors.

On March 13, 2023, Mr. Rahim met socially with Tarek Robbiati, then the Chief Financial Officer of HPE. During this meeting, Mr. Robbiati indicated to Mr. Rahim that HPE had serious interest in a potential transaction with Juniper, Mr. Rahim noted Juniper’s focus on its own standalone plan and highlighted that HPE would need to provide additional details for the Board of Directors to consider a potential transaction with HPE and that valuation would be a key issue.

On April 21, 2023, Mr. Rahim and Kevin Hutchins, Senior Vice President, Strategy and Corporate Development of Juniper, met with Mr. Neri, Mr. Robbiati, Sergio Letelier, Senior Vice President and Head of Corporate Development of HPE, and Kirt Karros, Senior Vice President of Finance and Treasurer of HPE, in San Jose, California. During this meeting, the parties discussed the HPE business at a high level and the potential market opportunity for a combination between HPE and Juniper. The representatives of HPE reiterated HPE’s interest in a potential transaction with Juniper and disclosed that HPE would be working with Qatalyst Partners LP and J.P. Morgan Securities LLC as its financial advisors. The representatives of HPE expressed that HPE would be making a cash offer, but no specific transaction price was discussed at this meeting.

Following the April 21, 2023 meeting, Mr. Rahim contacted Mr. Kriens to provide an update on the discussion with the representatives from HPE.

On April 22, 2023, Mr. Letelier contacted Mr. Hutchins to discuss Juniper and HPE entering into a confidentiality agreement. During this conversation, Mr. Hutchins indicated that Juniper was not currently willing to enter into a confidentiality agreement, but Mr. Hutchins and Mr. Letelier agreed to connect their respective General Counsels to negotiate a confidentiality agreement to be entered into if and when the parties were ready to do so.

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On April 24, 2023, Robert Mobassaly, Senior Vice President and General Counsel of Juniper, and Rishi Varma, then the Senior Vice President and General Counsel of HPE, discussed the negotiation of a confidentiality agreement between Juniper and HPE and HPE’s preparation of initial information requests for Juniper.

Between April 24, 2023 and April 29, 2023, representatives of Juniper and HPE negotiated the terms of a confidentiality agreement, but no confidentiality agreement was entered into at this time.

In light of the various contacts between the representatives of Juniper and HPE, Juniper’s longstanding relationship with Goldman Sachs, including because of Goldman Sachs’ experience advising Juniper in connection with Juniper’s past consideration of other potential third-party acquirers, and Goldman Sachs’ knowledge and expertise of similar strategic situations and the industry in which Juniper operates, Mr. Rahim and Mr. Hutchins discussed the possibility of engaging with Goldman Sachs to assist Juniper in connection with the outreach from HPE. Mr. Rahim subsequently discussed with Mr. Kriens the possibility of reaching out to Goldman Sachs to act as financial advisor to assist Juniper should discussions with HPE progress and Mr. Kriens agreed that Goldman Sachs was the preferred option, subject to approval by the Board of Directors.

On April 26, 2023, Messrs. Rahim, Hutchins and Mobassaly met with representatives of Goldman Sachs to update them on the discussions with representatives of HPE to date.

On the evening of April 26, 2023, Mr. Letelier called Mr. Hutchins to describe the information HPE would require in order to make an initial proposal to Juniper, which request Mr. Letelier later provided by email on April 29, 2023.

On April 27, 2023, Mr. Rahim had a dinner meeting with Mr. Kriens where they discussed, among other things, HPE’s request for a confidentiality agreement. At such time, Mr. Kriens determined that a confidentiality agreement with HPE was premature.

On April 28, 2023, Mr. Rahim and Mr. Neri had a call during which they held a preliminary discussion about a potential transaction, and during which Mr. Neri suggested that the parties should enter into a confidentiality agreement to permit HPE to make an informed proposal. Mr. Rahim indicated his and the Board of Directors’ strong belief in Juniper’s outlook as a standalone company and that Juniper was not prepared to enter into a confidentiality agreement at such time without a formal written proposal for a potential transaction from HPE, which could then be considered by the Board of Directors.

On May 9, 2023, Mr. Hutchins and Mr. Letelier had another call during which they discussed Juniper’s continued reluctance to enter into a confidentiality agreement without a formal written proposal from HPE. Mr. Hutchins requested additional detail from Mr. Letelier and HPE on what questions HPE needed answered in order to justify the need for a confidentiality agreement.

The Board of Directors held its regularly scheduled quarterly meeting on May 10, 2023. At the meeting, Mr. Rahim reviewed with the Board of Directors the interactions with HPE to date as well as the interactions with representatives of Goldman Sachs. Mr. Rahim confirmed that the Company had not engaged Goldman Sachs in connection with a potential transaction and would await Board of Directors authorization before engaging any financial advisor. He also solicited the Board of Directors’ feedback on Goldman Sachs. Mr. Mobassaly reviewed with the members of the Board of Directors their confidentiality and fiduciary duty obligations with respect to a potential transaction. The Board of Directors authorized Juniper’s management team to continue to engage in discussions with HPE that do not involve disclosing material non-public information about Juniper.

On May 15, 2023, Mr. Rahim and Mr. Neri had a call and again discussed HPE’s interest in a potential transaction with Juniper. Mr. Rahim noted that the Board of Directors was focused on Juniper’s execution of its standalone plan at this time and was not willing to authorize Juniper to enter into a confidentiality agreement

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with HPE. However, Mr. Rahim expressed to Mr. Neri that Juniper was willing to engage in a discussion on the basis of publicly available information of Juniper. Mr. Rahim emphasized the need for such discussions to proceed expeditiously and for a strong proposal from HPE if HPE was interested in a potential transaction with Juniper.

On May 17, 2023, Mr. Rahim updated Mr. Kriens on his discussion with Mr. Neri.

Between May 17 and May 22, 2023, representatives of Juniper and HPE held calls to discuss HPE’s requests for information and to negotiate how they might be addressed.

On May 22, 2023, Messrs. Hutchins, Mobassaly and Ken Miller, Executive Vice President and Chief Financial Officer of Juniper, held a meeting with Messrs. Robbiati and Letelier, Jonathan Sturz, Vice President and Deputy General Counsel of HPE, and Hemant Hebbar, Vice President, Corporation Development of HPE, to further discuss a potential transaction, but only on the basis of public information.

On June 9, 2023, Mr. Rahim and Mr. Neri had a call during which Mr. Neri expressed HPE’s continuing interest in a potential transaction with Juniper. Mr. Neri noted that the HPE board of directors had a meeting scheduled within the following two weeks and that HPE would reach out to Juniper following such meeting with further updates.

On June 28, 2023, Mr. Rahim called Mr. Kriens and provided an update on his discussion with Mr. Neri and noted he had not heard anything further from Mr. Neri since June 9, 2023.

On August 8, 2023, Juniper had not received any outreach from the representatives of HPE since the June 9, 2023 discussion between Mr. Rahim and Mr. Neri, and the Board of Directors held a regularly scheduled meeting to discuss, among other things, (i) Juniper’s ordinary course strategy planning process, including consideration of Juniper’s strategic priorities, (ii) potential inorganic opportunities that Juniper may wish to consider in order to expand its business and (iii) an update with respect to Juniper’s year to date performance against preliminary projections of Juniper’s financial results for fiscal years 2023 through 2025 (the “Annual Projections”) and reflected in updated financial scenarios for fiscal years 2023 through 2025 prepared by Juniper management as part of its ordinary course strategy planning process (the “Financial Projections”). The Annual Projections were previously reviewed by the Board of Directors as part of Juniper’s ordinary course strategy and business planning process at a meeting of the Board of Directors on November 9, 2022 and subsequently updated and reviewed with the Board of Directors at a meeting of the Board of Directors on February 9, 2023.

On August 10, 2023, Mr. Neri called Mr. Rahim to report that HPE remained interested in exploring a potential transaction with Juniper, and explained the period of disengagement since June 9, 2023 was due to Mr. Robbiati’s resignation and the resulting search for HPE’s interim Chief Financial Officer. Mr. Neri indicated that he thought HPE would be in a position to present a proposal to Juniper within a week.

On August 22, 2023, Mr. Neri called Mr. Rahim and communicated to Mr. Rahim that HPE would be delivering a proposal to acquire Juniper at a price of $37.75 per share in cash. Later that same day, Mr. Neri sent to Mr. Rahim a written non-binding proposal for the potential acquisition of Juniper by HPE for a purchase price of $37.75 per share in cash (the “August 22 LOI”) together with a draft exclusivity agreement providing for a 45-day period for exclusive negotiations. The closing price of Juniper’s common stock on August 21, 2023 was $28.00. Mr. Rahim then forwarded the written proposal to Mr. Kriens and updated him on the discussion with Mr. Neri on the same date.

On August 29, 2023 and ahead of the Board of Directors meeting scheduled for the same day, Mr. Mobassaly forwarded the August 22 LOI to the full Board of Directors.

On August 29, 2023, the Board of Directors held a meeting by videoconference, with members of Juniper’s senior management, representatives of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), Juniper’s legal

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advisor, and representatives of Goldman Sachs present for all or a portion of the meeting. During this meeting, Mr. Rahim provided an update to the Board of Directors regarding his discussions with Mr. Neri and other interactions between representatives of Juniper and HPE since the May 10, 2023, Board of Directors meeting. Mr. Rahim and the Board of Directors also reviewed the terms proposed in the August 22 LOI and related exclusivity agreement. Mr. Miller reviewed with the Board of Directors two financial scenarios with respect to Juniper’s 2023 – 2028 fiscal years, one of which being the Management Projections, reflecting the Financial Projections, as described in the section “The Merger-Reasons for the Merger” and the other a more conservative scenario based on assumptions closer to consensus Wall Street estimates. Both scenarios were based on the Financial Projections provided to the Board of Directors at the August 8, 2023 meeting, but extended for three additional fiscal years from 2026 to 2028. In addition, Mr. Miller reviewed with the Board of Directors a financial scenario based on consensus Wall Street estimates out to 2025. Representatives of Goldman Sachs discussed with the Board of Directors financial aspects of the August 22 LOI. Representatives of Goldman Sachs and members of the Board of Directors also discussed six other strategic parties that might be expected to have an interest in a strategic transaction with Juniper as well as potential private equity parties that might have an interest, including their financial wherewithal and other considerations that could impact their interest and ability to consummate a transaction with Juniper. The Board of Directors and representatives of Goldman Sachs also reviewed strategic alternatives that might be available for Juniper as an alternative to a sale of the Company. After the representatives of Goldman Sachs and members of Juniper management (other than Messrs. Rahim and Mobassaly) left the meeting, representatives of Skadden provided a summary of legal considerations with respect to a potential transaction, including (i) regulatory matters and the global regulatory landscape, (ii) issues relating to maintaining the Company’s business and value during the interim period between signing and closing, and (iii) the Board of Directors’ fiduciary duties and process considerations. The Board of Directors also discussed the potential engagement of Goldman Sachs as Juniper’s financial advisor. The Board of Directors determined that it would continue its deliberations with respect to the HPE proposal, potential responses and potential alternatives at its next Board of Directors meeting scheduled for September 2, 2023. The Board of Directors authorized the Company to direct representatives of Goldman Sachs to prepare preliminary analyses of financial aspects of the August 22 LOI to also take into account the financial scenarios prepared by Juniper management and presented by Mr. Miller for the September 2, 2023 Board of Directors meeting and to continue negotiating the terms of Goldman Sachs’ engagement as the Company’s financial advisor. The independent directors of the Board of Directors also met in executive session with Mr. Mobassaly and representatives of Skadden present to discuss (i) immediate next steps, process considerations and additional workstreams in advance of the September 2, 2023 Board of Directors meeting, (ii) risks relating to maintaining Juniper’s business during the extended period that could be anticipated between signing and closing a potential transaction, including with respect to employee retention, (iii) whether the present time was an appropriate time for Juniper to actively consider engaging in a potential transaction, (iv) the risks associated with such a transaction as compared to Juniper’s standalone plan, and (v) key transaction terms, including price, that would be critical to reaching alignment in principal with HPE. During the executive session, Jim Dolce, a member of the Board of Directors, disclosed that his brother, Jeffrey Dolce, was an employee of HPE, holding the position of Vice President and General Manager – Americas at Aruba Networks, a subsidiary of HPE. Mr. Dolce expressed that he did not expect his brother to have any involvement in HPE’s consideration of a potential transaction, that he would not discuss Juniper or any matters pertaining to a potential transaction with his brother, and that he did not expect the relationship to impact his ability to make an independent judgment as to the best interests of Juniper Stockholders with respect to the HPE proposal and related matters. After Mr. Dolce left the meeting, the remaining independent directors of the Board of Directors discussed Mr. Dolce’s disclosure, the value of his contributions to the Board of Directors’ evaluation of a potential transaction, and determined that they did not expect such relationship to impair Mr. Dolce’s ability to make an independent judgment as to the best interests of the Juniper Stockholders.

On September 2, 2023, 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. Representatives of Goldman Sachs reviewed with the Board of Directors financial aspects of the August 22 LOI to take into account the financial scenarios presented by Mr. Miller at the August 29, 2023 Board

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of Directors meeting. During the meeting, the Board of Directors also discussed (i) other strategic alternatives that may be available to Juniper, (ii) Juniper’s standalone plan, (iii) market conditions and prospects, (iv) the potential benefits and risks associated with a potential transaction with HPE, (v) the importance of key transaction terms, including with respect to deal certainty, (vi) the potential risks and benefits of reaching out to other parties that might have an interest in acquiring Juniper, (vii) the likely interest and capability of potential counterparties to consummate such a transaction at this time, (viii) related regulatory considerations associated with other potential transaction counterparties, (ix) whether HPE may be the best positioned purchaser at this time, (x) the risk that HPE might disengage if the Company elected to engage in a broader market check, and (xi) strategic and negotiating considerations related to engaging in discussion with HPE. The Board of Directors concluded that while HPE’s proposal of $37.75 per share did not, at such time, provide sufficient value to Juniper Stockholders, it was substantial enough to warrant Juniper’s continued engagement in targeted discussions with HPE’s management regarding improved valuation and other terms of a potential transaction. The Board of Directors also determined that the risks of reaching out to other potentially interested parties outweighed the potential benefits of such outreach at such time. The independent directors of the Board of Directors met in executive session with Mr. Mobassaly and representatives of Skadden present and engaged in further discussion, including with respect to regulatory matters, process and negotiation considerations, the Company’s management team and Juniper’s standalone plan.

On September 5, 2023, Mr. Rahim met with Mr. Neri. During the meeting, Mr. Rahim conveyed to Mr. Neri the Board of Directors’ view that the $37.75 proposed in the August 22 LOI did not provide sufficient value to Juniper Stockholders. Mr. Neri requested that Mr. Rahim enable Juniper’s legal and financial advisors to engage with HPE’s legal and financial advisors. Mr. Rahim indicated that such outreach between HPE’s and Juniper’s advisors would be premature in light of the Board of Directors’ view that HPE’s proposal of $37.75 per share was inadequate given Juniper’s then current performance and the accretive nature of a potential transaction with Juniper to HPE. Mr. Rahim subsequently called Mr. Kriens and provided an update on his discussion with Mr. Neri.

On September 7, 2023, Mr. Hutchins had a call with Mr. Letelier and stated that Juniper was focused on its standalone path and the Board of Directors was not interested in negotiating a potential transaction at a price of $37.75 per share proposed in the August 22 LOI.

On September 15, 2023, Mr. Hutchins and Mr. Letelier had a call during which Mr. Hutchins informed Mr. Letelier that the value of $37.75 per share proposed in the August 22 LOI compared to Juniper’s standalone path was insufficient and that he was not able to provide further guidance at such time.

On September 19, 2023, Mr. Neri called Mr. Rahim, expressing disappointment in Juniper’s response, but informing him that HPE would be increasing its proposal to acquire Juniper to $38.75 per share in cash, that a revised written proposal would follow shortly, and that this proposal was the best HPE could do without additional information from Juniper. The closing price of Juniper common stock on September 19, 2023 was $28.48.

Later that same day, Mr. Rahim called Mr. Kriens and discussed the substance of his conversation with Mr. Neri.

On September 20, 2023, HPE submitted in writing its revised non-binding proposal to acquire Juniper for $38.75 per share in cash. The revised proposal also reiterated HPE’s request for a 45-day exclusivity period. The closing price of Juniper common stock on September 20, 2023 was $28.22.

On September 27, 2023, representatives of Juniper, including Mr. Rahim, had a videoconference call with Mr. Kriens to discuss HPE’s revised proposal of September 20.

On September 28, 2023, 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 and representatives of Juniper management discussed the interactions between

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the representatives of HPE and Juniper since the last meeting of the Board of Directors, the principal terms of HPE’s revised proposal and preliminary views of Juniper’s anticipated performance during the third and fourth fiscal quarters of 2023 and full year 2024. Representatives of Juniper management reviewed with the Board of Directors draft presentation materials proposed to be shared with HPE presenting the fiscal years 2023 through 2026 of select line items of the Management Projections (the “Outlook”) and related items with a view towards highlighting the potential value of the transaction. The Board of Directors also discussed the potential risks and opportunities of Juniper’s standalone plan, recent market conditions, timing consideration of a potential transaction, risks relating to pursuing a potential transaction, including with respect to regulatory matters and employee retention, the importance of employee retention to preserving the value of the Company and the Board of Directors’ fiduciary duties in the current situation. The Board of Directors concluded that Juniper should propose to enter into a confidentiality agreement with HPE, provide to HPE limited non-public information, including the Outlook, as reflected in the draft materials reviewed with the Board of Directors and explore HPE’s willingness to transact at an improved price, but without providing a specific counteroffer, and directed Mr. Kriens and Mr. Rahim to confer on the specific message to HPE consistent with the Board of Directors discussions. The Board of Directors also reviewed the proposed terms of engagement of, and related disclosures by, Goldman Sachs and approved Juniper’s engagement of Goldman Sachs as the Company’s financial advisor for a potential transaction on the basis of Goldman Sachs’ long term relationship with Juniper, including as Juniper’s financial advisor with respect to prior acquisition proposals, as well as Goldman Sachs’ qualifications, expertise, reputation and knowledge of the business and affairs of Juniper and the industry in which it operates. During the Board of Directors meeting, Mr. Rahim noted that HPE’s proposal appeared to contemplate a post-closing position for himself at the combined company. The Board of Directors instructed Mr. Rahim that he was not authorized to discuss his post-transaction arrangements with HPE or its representatives at this time. Mr. Rahim confirmed that he had not engaged in any such discussions with HPE or its representatives and would not do so absent express authorization from the Board of Directors. The independent directors of the Board of Directors met in executive session and discussed HPE’s proposals to date, including employee incentivization, retention and compensation matters, Juniper’s standalone plan, market developments and the importance of maintaining confidentiality of the Board of Directors’ discussions regarding HPE.

On September 29, 2023, Mr. Rahim and Mr. Neri met in person at HPE’s offices in San Jose, California, during which Mr. Rahim reiterated the Board of Directors’ confidence in Juniper’s standalone plan and agreed for Juniper to provide limited information to HPE under the terms of a confidentiality agreement, provided such information was provided to a small audience, not including financial advisors.

On September 30, 2023, Mr. Rahim and Mr. Kriens had a call and Mr. Rahim provided an update on his discussion with Mr. Neri.

On October 1, 2023, representatives of Juniper and HPE continued to negotiate terms of the confidentiality agreement.

On October 2, 2023, Juniper and HPE entered into a confidentiality agreement that included customary “standstill” provisions, but did not include a so-called “don’t ask, don’t waive” provision.

On October 9, 2023, Mr. Rahim and members of Juniper’s senior management team met with Mr. Neri and members of HPE’s management team to discuss the Board of Directors’ response to HPE’s revised offer and to present to HPE the materials prepared by Juniper’s management and advisors regarding the potential value of a potential transaction with HPE, as approved by the Board of Directors.

Also on October 9, 2023, immediately following the meeting between the representatives of Juniper and HPE, Mr. Rahim called Mr. Neri and conveyed the Board of Directors’ position that the materials presented would justify a valuation well into the $40s per share.

On October 15, 2023, Mr. Neri reached out to Mr. Rahim to reiterate HPE’s interest in a potential transaction and offered to have another discussion the following week after the HPE board of directors had more time to consider

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Mr. Rahim’s position conveyed on October 9, 2023. Mr. Neri indicated he understood Mr. Rahim’s stance that an offer from HPE would need to start in the $40s, but that he was not willing to negotiate against himself and requested the Board of Directors propose a specific counteroffer. Mr. Rahim clarified that any subsequent offer from HPE would need to include an offer price well into the $40s, not just starting in the $40s.

On October 16, 2023, Mr. Rahim and Mr. Kriens discussed Mr. Neri’s request for Juniper to provide HPE with a specific counteroffer.

On October 18, 2023, 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, to discuss whether to make a counterproposal to HPE. Mr. Miller reviewed preliminary views of Juniper’s anticipated performance during the third and fourth fiscal quarters of 2023 and full year 2024 and representatives of Goldman Sachs further discussed with the Board of Directors the financial aspects of HPE’s proposal from September 20, 2023, including highlighting the impact of interest rate volatility since their last discussion with the Board of Directors. The Board of Directors considered opportunities, risks, and uncertainties both with regard to Juniper on a standalone basis and in the context of a potential transaction, the substance and tactics of potential responses to HPE’s request for a counterproposal, possible HPE reactions, and transaction terms beyond purchase price that would be important to the Board of Directors. Following the discussion, consensus emerged among the Board of Directors that Juniper should respond with a counterproposal of a purchase price of $44 or $45 per share in cash and to message the Board of Directors’ willingness to actively engage in conversations with HPE to reach acceptable price and terms.

On October 20, 2023, Mr. Rahim delivered Juniper’s counterproposal of $45 per share in cash to Mr. Neri and stated he hoped Mr. Neri saw Juniper’s specific counterproposal on offer price as a constructive step by the Board of Directors. The closing price of Juniper common stock on such date was $25.32.

On October 27, 2023, in response to Juniper’s counterproposal, Mr. Neri contacted Mr. Rahim and proposed an increased offer price of $40 per share and indicated such price was HPE’s best and final offer at such time. Mr. Neri expressed to Mr. Rahim that HPE’s increased offer price was based not only on a premium to the trading price of Juniper’s common stock, but also was informed by HPE’s view as to the value of Juniper’s business. The closing price of Juniper common stock on October 27, 2023 was $26.61.

On October 29, 2023, Mr. Rahim called Mr. Kriens and provided an update on his discussions with Mr. Neri.

On November 2, 2023, 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. Representatives of management and of Goldman Sachs presented updated preliminary views of Juniper’s anticipated performance during the fourth fiscal quarter of 2023 since the last Board of Directors meeting, and representatives of Goldman Sachs discussed with the Board of Directors the financial aspects of the revised HPE proposal. The Board of Directors discussed whether Mr. Rahim should further engage with Mr. Neri regarding a potential transaction. Considerations of the Board of Directors included (i) the potential to seek a higher price and the risk that HPE might attempt to reduce price, (ii) risks to Juniper’s business during negotiation of a potential transaction, and (iii) transaction terms in addition to purchase price that would need to be negotiated with HPE, particularly with respect to closing certainty and mitigation of risk to Juniper between signing and closing of a potential transaction. The Board of Directors determined that Mr. Rahim should meet with Mr. Neri in advance of the Board of Directors’ upcoming meeting and, during such meeting, Mr. Rahim should (a) indicate some willingness on behalf of the Board of Directors to accept a price below the Board of Directors’ last proposal but that there remained a gap on price (without offering a revised specific number) and (b) solicit HPE’s perspective as to various other key matters in order to inform the Board of Directors’ further consideration of a potential transaction and its potential response to HPE’s latest offer. The independent directors of the Board of Directors then met in executive session.

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On November 4, 2023, as directed by the Board of Directors, Mr. Rahim contacted Mr. Neri and advised him that (i) there remained a gap on value between HPE’s latest verbal offer of $40 per share and the price at which the Board of Directors would be willing to pursue a potential transaction and (ii) the Board of Directors was seeking additional information from HPE regarding certain key non-price terms that would inform its analysis of a potential transaction. Mr. Rahim and Mr. Neri discussed contemplated commitments by the parties to mitigate risk during the period between signing and closing of a potential transaction (including with respect to employee retention), HPE’s strategic rationale and priorities relating to the potential transactions as well as deal process and timing considerations, including the need for a focused due diligence process and a desire to announce the signing of a definitive agreement by the end of December 2023.

Following the discussion between Mr. Rahim and Mr. Neri, Mr. Rahim called Mr. Kriens to provide an update on the discussion.

On November 7, 2023, Mr. Mobassaly and Mr. Hutchins discussed with Mr. Varma and Mr. Letelier, among other items, HPE’s expectations and commitment to securing required regulatory approvals for a transaction.

On November 7 and 8, 2023, the Board of Directors met in person, with members of Juniper’s senior management and representatives of Skadden present for all or a portion of the meeting. Messrs. Rahim and Mobassaly updated the Board of Directors on their respective discussions with the representatives of HPE since the November 2 Board of Directors meeting. The Board of Directors discussed various aspects of a potential transaction, including (i) the price, terms and various risks, challenges and items to be negotiated with HPE in respect of a potential transaction, (ii) Juniper’s current financial and industry position, (iii) opportunities, risks and challenges associated with Juniper’s standalone plan, (iv) strategic alternatives available to Juniper in the absence of a transaction with HPE and related risks and opportunities, (v) the desirability and risks of conducting a market check of potential alternative counterparties and likelihood of alternative buyers at the valuation range proposed by HPE, (vi) the information previously presented by the representatives at Goldman Sachs at earlier Board of Directors meetings, including the August 29, 2023 meeting and the September 28, 2023 meeting, regarding potential alternative counterparties and the likelihood of their interest and capability to undertake a comparable transaction with Juniper, (vii) the strategic importance of a potential transaction to HPE, (viii) other strategic alternatives that may be available to HPE and (ix) the risk that HPE might abandon discussions with Juniper. The Board of Directors and the representatives of management also reviewed potential terms to be proposed to HPE.

The Board of Directors expressed a willingness to engage in a potential transaction at (but not below) a price of $40 per share in the event that other key transaction matters, including those reflected in the draft term sheet discussed at the meeting, could be negotiated with HPE on acceptable terms. The Board of Directors directed Mr. Rahim to deliver a draft term sheet in substantially the form reviewed by the Board of Directors in connection with Juniper’s counterproposal. The Board of Directors also determined that pursuing alternative counterparties for an acquisition transaction was not advisable at this time relative to the benefits of and given the potential risks to continuing conversations with HPE and given that the expected terms of a potential transaction with HPE would not preclude an alternative interested party from making an offer to acquire Juniper after a definitive transaction agreement might be signed.

On November 9, 2023, Mr. Rahim spoke with Mr. Neri and relayed that: there remained a gap in price as between the parties; Juniper would require alignment on a number of additional key transaction terms particularly focused around deal certainty; the availability of a go-shop period for Juniper and mitigating potential risks associated with a potential transaction are critical to the Board of Directors; and Juniper’s position on such terms would follow in a written term sheet. Mr. Neri requested that Juniper provide an express position as to HPE’s proposal by the end of the week.

Later that day, representatives of Juniper sent HPE a draft non-binding, preliminary term sheet proposing a $43.00 per share purchase price and setting forth other principal terms on which Juniper would be prepared to

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pursue a transaction with HPE, including a six week go-shop period following the signing of a definitive transaction agreement, the efforts that would be required of HPE to secure required regulatory approvals, a 1% termination fee payable by Juniper in the event Juniper were to terminate the definitive transaction agreement to accept a superior proposal during the go-shop period, a 2.75% termination fee payable by Juniper in the event Juniper were to terminate the definitive transaction agreement to accept a superior proposal after the go-shop period, an 8% reverse termination fee payable by HPE for failure to obtain regulatory approvals and terms designed to mitigate risks to Juniper during the period between signing and closing of a transaction (the “November 9 Term Sheet”).

On November 17, 2023, Mr. Rahim and Mr. Neri met in person. Mr. Neri stated that HPE’s board of directors was unwilling to improve its offer price and that its proposal of $40.00 per share represented HPE’s best and final offer on price and suggested that the parties defer discussion on other terms. Mr. Rahim commented that it is important that HPE consider the terms other than price put forward by Juniper and that there remained a gap in value between HPE and Juniper, which Mr. Neri said that he would consider.

Later that same day, following discussions with Mr. Kriens, Mr. Rahim contacted Mr. Neri and proposed a purchase price of $41.00 per share. Mr. Rahim also reiterated the importance of HPE responding to the other terms proposed by Juniper. The closing price of Juniper common stock on such date was $26.99.

On November 18, 2023, HPE sent to Juniper a written non-binding proposal to acquire the Company at $40.00 per share in cash. The HPE proposal responded to some but not all of the terms set out in the November 9 Term Sheet, for example, rejecting the proposed six week go-shop period, proposing a 3.75% termination fee in the event Juniper were to terminate to accept a superior proposal, an equivalent 3.75% reverse termination fee, and addressing some of Juniper’s concerns with respect to risk during the sign-to-close period and proposing that the parties defer certain issues, including the degree of effort to be required to secure regulatory approval.

On November 20, 2023, Mr. Rahim provided Mr. Kriens an update on the written proposal from HPE. Such written proposal was subsequently shared with the Board of Directors for consideration.

On November 20, 2023, the Board of Directors met 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 the potential of HPE increasing its offer price and also key transaction terms, including regulatory matters, transaction and diligence timing, and employee retention. The Board of Directors concluded that it was unlikely that HPE would increase price beyond its expressed “best and final” offer of $40 per share and that Juniper should respond to HPE, indicating its willingness to proceed with diligence on the basis of HPE’s proposed $40 per share, subject to Juniper obtaining meaningful improvement on the other critical transaction terms as set out in the November 9 Term Sheet. The Board of Directors determined that Mr. Rahim and Mr. Kriens should determine the best strategy for engagement with HPE and its advisors to negotiate the best available terms that could be obtained from HPE with respect to the matters set out in the November 9 Term Sheet to bring back to the Board of Directors for its consideration prior to Juniper agreeing to provide due diligence materials or grant exclusivity to HPE in connection with a potential transaction.

On November 21, 2023, Mr. Rahim called Mr. Neri and conveyed that the Board of Directors would not authorize the Company to enter into due diligence with HPE until the parties had alignment on certain key transaction terms that relate to deal certainty and mitigation of risk to Juniper, including the risk of management distraction, leaks regarding a potential transaction, regulatory covenants, termination and reverse termination fee, employee retention and transaction timing. Mr. Rahim also informed Mr. Neri that the Board of Directors declined to enter into exclusivity with HPE at this time and at this price.

Following his discussion with Mr. Neri, Mr. Rahim called Mr. Kriens to provide an update.

From November 21, 2023 to December 8, 2023, representatives of Juniper and HPE engaged in extensive negotiations regarding key terms of a potential transaction as reflected in the November 9 Term Sheet, including

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with respect to regulatory covenants, termination fee, reverse termination fee, employee retention, timing and exclusivity.

On November 28, 2023, Mr. Neri and Mr. Rahim discussed various transaction issues, including HPE’s request for exclusivity, Juniper’s request for a go-shop period, regulatory covenants, termination fee, reverse termination fee and employee retention matters. Mr. Neri and Mr. Rahim also discussed the timing and scope of HPE’s desired diligence investigation, and Juniper’s concern for leaks and management disruption coming at the end of Juniper’s fiscal year. Mr. Neri reiterated HPE’s willingness and ability to conduct diligence on a focused basis and target announcement of a definitive agreement by the end of December 2023.

Later that same day, representatives of HPE sent a revised term sheet and revised exclusivity agreement to representatives of Juniper, which was characterized by the representatives of HPE as HPE’s “best and final” offer with respect to the terms under discussion (the “November 28 Term Sheet”).

On November 29, 2023, representatives of Goldman Sachs, Skadden, members of the Juniper management team, including Mr. Rahim, and Mr. Kriens had a call to discuss the November 28 Term Sheet. The November 28 Term Sheet reflected a continued gap between the parties, including with respect to regulatory approval commitments, a 4.5% reverse termination fee, the lack of a go-shop period and the risk to Juniper during the pre-signing period and the period between signing and closing of a potential transaction, including with respect to the proposed scope of diligence and employee retention matters. Given the gap between the parties, the representatives of Juniper, including Mr. Rahim and Mr. Kriens, did not believe Juniper should accept the proposal from HPE and questioned whether the November 28 Term Sheet indeed represented HPE’s best and final offer with respect to the non-price terms.

On the morning of November 30, 2023, Mr. Rahim sent the November 28 Term Sheet to the Board of Directors along with an assessment of the gap in terms between the parties and proposed that, given that gap in key terms, Juniper should reject the proposal, and invited additional feedback from the Board of Directors.

On December 1, 2023, Mr. Mobassaly informed John Schultz, Executive Vice President and Chief Operating and Legal Officer for HPE, that Juniper would not accept the terms set forth in the November 28 Term Sheet and would disengage from further discussions if the November 28 Term Sheet was indeed HPE’s “best and final” proposal. Later that same day, Mr. Neri contacted Mr. Rahim to discuss whether Juniper would entertain an updated proposal from HPE.

On December 3, 2023, Mr. Rahim and Mr. Neri had a call during which Mr. Rahim and Mr. Neri discussed the continued gap between HPE and Juniper. Following this discussion, Mr. Rahim provided an update to Mr. Kriens.

On December 5, 2023, Mr. Rahim had a call with Mr. Neri during which Mr. Neri provided an updated proposal to Mr. Rahim addressing concerns relating to deal certainty, risks prior to closing (including management distraction, leaks and employee retention) and the reverse termination fee, and agreed that these terms would be reduced to writing. Mr. Neri also informed Mr. Rahim that HPE would provide a specific due diligence request list to Juniper. Mr. Rahim then provided Mr. Kriens an update of his discussion with Mr. Neri. Later that same day, Mr. Schultz sent an overview of HPE’s proposed due diligence review of Juniper to Mr. Mobassaly.

Also on December 5, 2023, members of Juniper management discussed the HPE’s proposed updated terms with Mr. Kriens and determined that Juniper should send a revised draft of the term sheet to HPE.

On December 6, 2023, representatives of Juniper and HPE continued to negotiate the proposed terms. Following such discussions, Mr. Mobassaly sent a revised draft of the term sheet to representatives of HPE and then subsequently sent the revised draft of the term sheet to the Board of Directors.

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On December 7, 2023, Mr. Rahim discussed the terms of Juniper’s revised terms sheet with Mr. Neri, including the proposal for a 6% flat reverse termination fee. Mr. Neri reiterated HPE’s need for exclusivity and willingness to further discuss employee retention concerns. Later that same day, Mr. Rahim presented a summary of his discussion with Mr. Neri to Mr. Kriens.

On December 8, 2023, Mr. Rahim and Mr. Neri further discussed additional terms around employee retention and transaction timing, including the need to announce the signing of a definitive agreement ahead of Juniper’s sales kick-off conference the week of January 15, 2024 and to the potential for exclusivity to January 15, 2024. Mr. Rahim provided an update to Mr. Kriens following his discussion with Mr. Neri.

Later that same day, Mr. Mobassaly sent a further revised draft of the term sheet and the exclusivity agreement to Mr. Schultz. Mr. Mobassaly and Mr. Schultz subsequently had a discussion regarding the revised draft of the term sheet, following which, Mr. Mobassaly provided an update to Mr. Rahim and representatives of Goldman Sachs and Skadden. That same afternoon, Mr. Hutchins had a call with Mr. Letelier to discuss the term sheet and due diligence matters.

On the evening of December 8, 2023, Mr. Schultz sent HPE’s comments to the term sheet and exclusivity agreement to Mr. Mobassaly.

On December 9, 2023, 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. Ahead of such meeting, Mr. Mobassaly shared the revised term sheet and exclusivity agreement with the Board of Directors. Mr. Rahim provided an update to the Board of Directors regarding the negotiations with representatives of HPE during the previous weeks and reviewed key transaction terms, including with respect to HPE’s commitment to secure regulatory approval, reverse termination fee and requirement for exclusivity. The Board of Directors discussed the proposed terms, risks to the Company’s business between signing and closing and related to employee retention and the design of an employee retention plan intended to mitigate those risks, timing and process considerations (including considerations with respect to granting HPE exclusivity, challenges and risks associated with providing HPE with diligence materials on Juniper and tactical and strategic considerations). Following the discussion, the Board of Directors authorized the Company to enter into exclusivity with HPE through January 15, 2024 and to provide diligence materials and negotiate definitive agreements with HPE during such period, in each case, consistent with the principal terms reflected in the draft term sheet and exclusivity agreement as presented to the Board of Directors at the meeting.

Later that evening, Mr. Mobassaly sent a revised draft of the exclusivity agreement to Mr. Schultz and Mr. Schultz subsequently confirmed that the exclusivity agreement could be considered final.

On the morning of December 10, 2023, Mr. Rahim and Mr. Neri had a discussion regarding employee retention, following which Mr. Rahim updated Mr. Kriens on his discussion with Mr. Neri and Mr. Mobassaly sent a revised term sheet to Mr. Schultz. Later that same day, Mr. Schultz confirmed that the term sheet could be considered final. Juniper and HPE subsequently entered into an exclusivity agreement providing HPE with exclusivity until January 15, 2024 to finalize terms of a potential transaction based on the terms reflected in the final non-binding term sheet last sent by Mr. Mobassaly to Mr. Schultz that same morning.

From December 9, 2023 to January 9, 2024, representatives of Juniper and HPE, and their respective legal, financial and other advisors engaged in confirmatory due diligence.

On December 15, 2023, 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, to discuss updates and the status of the due diligence process. During the meeting, Mr. Miller reviewed “flash” preliminary estimates of the Company’s fourth quarter 2023 financial results, noting that revenue, sales and earnings per share would likely be below the levels reflected in the Outlook previously shared with HPE as

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well as the Management Projections presented to the Board of Directors, and the opportunities and challenges to achieving the results reflected in the Outlook and Management Projections.

Later that day, representatives of Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), HPE’s legal advisor, sent an initial draft of the merger agreement to representatives of Skadden.

On December 17, 2023, Messrs. Hutchins, Rahim and Miller had a meeting with Jeremy Cox, Senior Vice President and Interim Chief Financial Officer of HPE, Mr. Letelier, Mr. Hebbar and Andrew Schultz, Senior Vice President and Head of Finance of HPE Aruba where Messrs. Hutchins, Rahim and Miller presented “flash” preliminary estimates of Juniper’s financial results for the fourth quarter of fiscal year 2023, noting that revenue, sales and earnings per share would likely be below the levels reflected in the Outlook, as well as the opportunities and challenges to achieving the results in the Outlook.

On December 20, 2023, Mr. Rahim had a call with Mr. Neri and discussed movement in Juniper’s share price, the status of HPE’s financing arrangements for a potential transaction as well as discussions with respect to the retention of key employees (including Sujai Hajela, Executive Vice President, AI-Driven Enterprise of Juniper). During this conversation, there was no discussion of Mr. Rahim’s post-closing position or employment arrangements with the potential combined company.

On December 21, 2023, Mr. Rahim called Mr. Kriens and provided an update on his discussion with Mr. Neri.

On December 22, 2023, 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, to discuss the updates with respect to the potential transaction with HPE. Mr. Rahim updated the Board of Directors on his discussions with Mr. Neri regarding a potential transaction. During the meeting, the Board of Directors reiterated the importance of ensuring that Juniper and HPE sufficiently advance all material terms and items relating to a potential transaction prior to the Board of Directors authorizing Mr. Rahim to engage in discussions regarding potential post-closing employment matters. Mr. Rahim confirmed that he had not engaged in any such discussions with HPE or its representatives. The Board of Directors also discussed the status of the draft definitive merger agreement and key points presented in the draft definitive merger agreement, including deal certainty matters such as the regulatory approvals covenant, the definition of “Material Adverse Effect,” and matters relating to the risk to Juniper during the period between signing and closing of a potential transaction, and the interim operating covenants proposed to apply to Juniper during the period between signing and closing, and communications planning following the announcement of a potential transaction. The independent directors of the Board of Directors then met in executive session.

Later that same day, representatives of Skadden sent a revised draft of the merger agreement to representatives of Wachtell Lipton.

Between December 23, 2023 and January 9, 2024, Juniper and HPE and their respective legal advisors continued to exchange drafts of the merger agreement and negotiate the open issues. During this period, Juniper and HPE and their respective legal advisors also engaged in numerous discussions regarding the merger agreement with particular emphasis on the interim operating covenants restricting Juniper’s business during the period between the signing of the merger agreement and the closing of the Merger, as well as the regulatory covenants and approvals required in connection with the closing of the Merger.

On December 28, 2023, Mr. Neri contacted Mr. Rahim to discuss the status of negotiations and to inform him that HPE was prepared to work to announce the signing of a definitive transaction agreement by January 10, 2024. Mr. Neri and Mr. Rahim also discussed key communications themes for the announcement of a potential transaction.

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On January 1, 2024, Mr. Rahim and Mr. Kriens had a discussion regarding, among other things, Mr. Rahim’s conversation with Mr. Neri on December 28, 2023.

On January 2, 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, to further discuss the updates in various workstreams underway with respect to a potential transaction. Mr. Rahim summarized the status of the negotiation of the definitive merger agreement, the due diligence process as well as the anticipated timeline to resolve remaining issues to get to a signing. 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 preliminary estimates of sales achievement, revenue and earnings per share were weaker than anticipated in the Outlook and Management Projections as well as Juniper’s prior guidance and analyst expectations. The Board of Directors discussed Juniper’s performance and the risks, challenges and opportunities that could impact the same. The Board of Directors also discussed, among other matters, the engagement with HPE’s representatives on various topics and workstreams and the status of negotiations, including with respect to regulatory matters, the interim operating covenants restricting Juniper’s business during the period between signing and closing of a potential transaction, due diligence, and HPE’s request to discuss the post-closing employment arrangements of and with Mr. Rahim and Mr. Hajela. The independent directors of the Board of Directors met in executive session and further discussed matters regarding (i) process and governance, (ii) strategic considerations related to engagement with HPE’s representatives on various topics and workstreams, (iii) the benefits and potential risks associated with authorizing Messrs. Rahim and/or Hajela to engage in discussions with representatives of HPE regarding their respective employment with the combined company at this time, (iv) the advisability of such individual(s) retaining independent counsel and Juniper’s reimbursement of certain costs and expenses in connection therewith, and (v) the importance of deal certainty and avoiding additional closing conditions in the definitive transaction agreement, including related to employee retention matters. Following the discussion, the independent directors of the Board of Directors authorized Messrs. Rahim and Hajela to enter into employment discussions with representatives of HPE regarding their respective employment with the combined company and for Juniper to reimburse their engagement of independent counsel up to a specified limit. The independent directors of the Board of Directors then further discussed matters regarding employee retention, Juniper’s and HPE’s contemplated communications messaging related to the potential transaction, key items that remained under discussion with representatives of HPE, and considerations related to Juniper’s recent stock performance and management’s most recent expectations as to Juniper’s anticipated financial performance.

On January 2, 2024, Mr. Rahim discussed with Mr. Neri and Alan May, Executive Vice President and Chief People Officer of HPE, regarding the importance of retaining Mr. Hajela for the combined company as well as the value and importance of other key Juniper leaders. Mr. Rahim informed Messrs. Neri and May that the Board of Directors had authorized him to discuss his own continued role with the combined company, although the parties did not ultimately discuss this point in detail at this meeting.

Following this discussion, Mr. Rahim provided a summary of the conversation with Messrs. Neri and May to Mr. Kriens.

On January 3, 2024, Mr. Rahim and Mr. Neri discussed Mr. Rahim’s continued role with the combined company and Mr. Neri expressed his desire that Mr. Rahim would lead the combined company’s networking business following the closing of the potential transaction. Mr. Neri then presented Mr. Rahim with a breakdown of the details of the proposed retention package. On the same day, Mr. Rahim updated Mr. Kriens on his discussion with Mr. Neri.

On January 4, 2024, Mr. Rahim called Mr. Neri and provided preliminary responses to the proposed retention package from Mr. Neri. From January 4, 2024 to January 9, 2024, Messrs. Rahim and Hajela continued to negotiate their retention packages with representatives of HPE, including Messrs. Neri and May.

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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. 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.

Following the close of trading on January 8, 2024, the Wall Street Journal published an article leaking the details of a potential transaction between HPE and Juniper, noting that a definitive transaction agreement could be announced that week, valuing Juniper at approximately $13 billion.

From the close of trading on January 8, 2024 through January 9, 2024, representatives of Juniper and representatives of HPE had numerous calls to negotiate and finalize the terms of the definitive agreement, including with respect to regulatory approval matters, the interim operating covenants restricting Juniper during the period between signing and closing of a potential transaction and the definition of Material Adverse Effect.

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

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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 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.

Later that afternoon, the parties entered into the Merger Agreement and in connection therewith, entered into an amendment extending the term of the confidentiality agreement. That same afternoon, Juniper and HPE released a joint press release announcing their entry into the Merger Agreement.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has unanimously: (i) 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; (ii) 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 (iii) 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 unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; (3) “FOR” the Officer Exculpation Proposal and (4) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Reasons for the Merger

In the course of reaching its determination and recommendation, the Board of Directors consulted with representatives of Juniper management, of its legal advisor, Skadden, and of its financial advisor, Goldman Sachs. The Board of Directors considered a number of factors, including those below (which are not listed in any relative order of importance), all of which it viewed as generally supporting its (i) determination 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; (ii) approval and authorization of 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 (iii) authorization and approval of the submission of the Merger Agreement for adoption by the Juniper Stockholders, and resolution to recommend that Juniper Stockholders adopt the Merger Agreement:

Premium to Market Price. The fact that the Merger consideration of $40.00 per share in cash to be received by the holders of shares of Juniper common stock in the Merger represents a significant premium over the market

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price at which shares of Juniper common stock traded prior to the announcement of the execution of the Merger Agreement, including the fact that the Merger consideration represents a premium of:

Potential Strategic Alternatives. The fact that none of the possible alternatives to the Merger (including continuing to operate Juniper as an independent company or pursuing a different transaction, and the desirability and perceived risks of those alternatives, as well as the potential benefits and risks to Juniper Stockholders of those alternatives and the timing and likelihood of effecting such alternatives) was reasonably likely to present superior opportunities for Juniper to create greater value for Juniper Stockholders, taking into account execution risks as well as business, financial, industry, competitive and regulatory risks. The Board of Directors also considered other potential acquirors of Juniper, and determined that other parties were unlikely to have the interest in, or the capability to, acquire Juniper, including based on the regulatory, financing and other execution risks applicable to each party.

Negotiation Processes. The fact that the Board of Directors directed management and Juniper’s representatives to, and management and representatives of Juniper did, negotiate vigorously with HPE and its representatives with respect to price and the other terms of the Merger Agreement, including obtaining a price increase by HPE from HPE’s initial offer price of $37.75 per share of Juniper common stock to $40.00 per share of Juniper common stock, which the Board of Directors believed represented the highest price that HPE was willing to pay, and with respect to additional terms and conditions which the Board of Directors believed were important to protecting the value of Juniper and its relationships during the interim period prior to the closing of such a transaction.

Opinion of Goldman Sachs. The opinion of Goldman Sachs to the effect that, as of January 9, 2024 and based upon and subject to the factors and assumptions set forth therein, the $40.00 per share in cash to be paid to the Juniper Stockholders (other than Parent and its affiliates) pursuant to the Merger Agreement was fair from a financial point of view to such Juniper Stockholders (as described in the section of this proxy statement entitled “The Merger—Opinion of Goldman Sachs & Co.”).

Conditions to the Consummation of the Merger; Likelihood of Closing. The fact that there is a high degree of certainty that the Merger will be consummated in light of the conditions in the Merger Agreement to the obligations of HPE, including the exceptions to the events that would constitute a material adverse effect on Juniper for purposes of the Merger Agreement, and Juniper’s ability to seek specific performance to prevent breaches of the Merger Agreement, including to cause the Merger to be consummated if all of the conditions to HPE’s obligations to effect the Merger closing have been satisfied or waived.

Merger Consideration; Certainty of Value. The fact that the all-cash Per Share Merger Consideration will provide Juniper Stockholders with immediate liquidity and certainty of value. The Board of Directors also considered the fact that this certainty of value was compelling, especially when viewed against the risks and uncertainties associated with Juniper’s stand-alone strategy or with an alternative transaction and the potential

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impact of such risks and uncertainties on the trading price of Juniper common stock. The Board of Directors believed that the Per Share Merger Consideration represents the highest value reasonably available for the shares of Juniper common stock for the foreseeable future, taking into account the Board of Director’s familiarity with the business strategy, assets and prospects of Juniper and the recent historical market price of Juniper common stock.

Terms of the Merger Agreement. The fact that the terms of the Merger Agreement, including the respective representations, warranties, covenants and termination rights of the parties, are reasonable and customary. The Board of Directors also considered the fact that the terms of the Merger Agreement include the most favorable terms reasonably attainable from HPE as of the date of the Board of Directors’ approval of the Merger Agreement.

Regulatory Approvals. The fact that the Merger Agreement requires that HPE and Merger Sub use their respective reasonable best efforts to obtain the required regulatory approvals as contemplated by the Merger Agreement, and that HPE and Merger Sub have agreed not to take certain actions that would reasonably be expected to materially delay or make materially more difficult the obtaining of approval from, any governmental authority necessary to consummate the Merger as specified in the Merger Agreement or otherwise materially delay, impede or prevent the consummation of the Merger. For a more complete description of HPE’s obligations to obtain required regulatory approvals and the reverse termination fee, see the sections below entitled “Proposal 1: Adoption of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page 84 and “Proposal 1: Adoption of the Merger Agreement-Termination Fees” beginning on page 87. The Merger Agreement also provides an appropriate “End Date” by which time the closing conditions to the Merger are required to be satisfied, which is subject to automatic extension for three three-month periods if the regulatory conditions are the only closing conditions not satisfied or capable of being satisfied at such time. For a more complete description of the End Date, see the section below entitled “Proposal 1: Adoption of the Merger Agreement-Termination of the Merger Agreement” beginning on page 85.

Financing; No Financing Condition. The fact that HPE and Merger Sub provided fully executed and complete copies of its debt commitment letter to Juniper and that HPE and Merger Sub represent and covenant in the Merger Agreement that its debt commitment letter has not been amended, withdrawn rescinded or modified in any respect, and that the net proceeds of the financing contemplated by the debt commitment letter along with other financial resources of HPE and its subsidiaries will, in the aggregate, be sufficient to pay the Merger Consideration and any other fees and expenses reasonably expected to be incurred in connection with the Merger Agreement. In addition, the fact that the Merger is not subject to a financing condition or any limitation on Juniper’s available remedies in the event the debt financing contemplated by the debt commitment letter is not available in connection with the closing of the Merger.

Change of Recommendation. The fact that the Board of Directors has the right to change its recommendation that Juniper Stockholders vote to adopt the Merger Agreement in response to an alternative unsolicited Acquisition Proposal that it determines to be a superior proposal than the terms set forth in the Merger Agreement or upon the occurrence of certain intervening events, subject to certain conditions, and the Board of Directors’ view that the termination fee of $407,500,000, equal to 3% of the transaction equity value, payable by Juniper to HPE under certain circumstances, including upon a change of the Board of Directors’ recommendation, is customary and reasonable and would not preclude or deter a willing and financially capable third party from making an Acquisition Proposal for an alternative transaction.

Termination Fee. The fact that the amount of the termination fee payable by Juniper of $407,500,000, equal to 3% of the transaction equity value, the Board of Directors believed to be reasonable in light of, among other matters, the benefits of the Merger to Juniper Stockholders, the typical size of such termination fees in similar transactions and the Board of Directors’ belief that a fee of such size would not be a meaningful deterrent to alternative Acquisition Proposals.

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Reverse Termination Fee. The fact that if the Merger Agreement is terminated prior to the consummation of the Merger in certain circumstances relating to the failure to obtain required regulatory clearances, then HPE will be required to pay Juniper a reverse termination fee of $815,000,000, equal to 6% of the transaction equity value, which amount the Board of Directors believed to be reasonable in light of the typical size of such reverse termination fees in similar transactions.

Employee Retention Matters. The belief of the Board of Directors that a retention program and an enhanced severance plan for certain employees of Juniper that Juniper would be permitted to implement in connection with the Merger would help assure the continuity of management and other key employees, and increase the likelihood of the successful operation of Juniper during the period prior to closing.

Appraisal Rights. The fact that Juniper Stockholders who do not vote to adopt the Merger Agreement will have the right to demand appraisal of their shares of Juniper common stock in accordance with the procedures of Section 262 of the DGCL

The Board of Directors, in consultation with members of Juniper’s senior management and representatives of Juniper’s outside financial and legal advisors, also considered a number of uncertainties and risks concerning the Merger, including, but not limited to, the following (which factors are not necessarily presented in order of relative importance):

Potential Negative Effect of Transaction Announcement and Pendency of Merger. The fact that there is a risk that disruptions from the announcement of Juniper’s entry into the Merger Agreement or pendency of the Merger could harm, among other things, (i) Juniper’s business, including current plans and operations, (ii) the ability of Juniper to retain and hire key personnel, and (iii) Juniper’s current and future business relationships with customers, suppliers and other third parties, all of which could affect Juniper’s financial performance.

No Stockholder Participation in Future Growth and Earnings. Due to the nature of the Merger as an all-cash transaction, the fact that, following the Merger, Juniper Stockholders will no longer participate in Juniper’s or the combined company’s future earnings or growth, or benefit from any future appreciation in value of HPE’s common stock.

Inability to Solicit Takeover Proposals. The fact that, under the terms of the Merger Agreement, Juniper is unable to solicit alternative Acquisition Proposals during the pendency of the Merger, subject to a customary “fiduciary out” in the event of an unsolicited alternative Acquisition Proposal.

Tax Treatment. The fact that the receipt of the Merger Consideration, which is all cash, in exchange for shares of Juniper common stock pursuant to the Merger Agreement will be taxable to Juniper Stockholders that are U.S. holders for U.S. federal income tax purposes.

Stockholder Approval Risk. The fact that holders of Juniper common stock may not approve the adoption of the Merger Agreement at the Special Meeting.

Closing Uncertainty. The fact that there can be no assurance that, even if approved by the holders of Juniper common stock, the Merger will be completed on the anticipated timeline or at all.

Transaction Expenses. The significant costs involved in connection with entering into the Merger Agreement and completing the Merger (many of which are payable whether or not the Merger is consummated) and the substantial time and effort of Juniper management and employees required to complete the Merger, which may disrupt its business operations and have a negative effect on its financial results.

Business Operation Restrictions. The restrictions on Juniper’s business prior to completion of the Merger as set forth in the Merger Agreement, including that Juniper is required to use commercially reasonable efforts to

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conduct in all material respects its business in the ordinary course of business, subject to specific limitations and exceptions, which could delay or prevent Juniper from pursuing certain non-ordinary course business opportunities that may arise or taking other actions with respect to its operations during the pendency of the Merger without HPE’s consent, and the impact of such delay or loss of business opportunities on Juniper’s business in the event that the Merger is not consummated.

Interest of the Board of Directors and Management. The fact that Juniper’s directors and officers may have interests in the Merger that may be different from, or in addition to, those of Juniper Stockholders generally.

Litigation Risk. The risk of potential litigation relating to the Merger that could be instituted against Juniper or its directors and officers, and the potential effects of any associated costs, burden, inconvenience and outcomes related thereto.

Regulatory Risk. The fact that the approval under the HSR Act, EU Merger Regulation, EU Foreign Subsidies or any other required regulatory approval in other jurisdictions may be delayed, conditioned or denied, and the risk that the applicable governmental agencies may seek to impose unfavorable terms or conditions, or otherwise fail to grant, such approvals.

The Board of Directors considered the factors described above as a whole, including by engaging in discussions with members of Juniper’s management team and legal and financial advisors. Based on this review and consideration, the Board of Directors unanimously concluded that these factors, on balance, supported a determination that the terms of the Merger Agreement and the Merger were advisable, fair to and in the best interests of Juniper and Juniper Stockholders, and to make its recommendation to Juniper Stockholders that they vote to adopt the Merger Agreement.

The foregoing discussion of reasons for the recommendation to adopt the Merger Agreement is intended to be illustrative and not exhaustive but addresses the material information, reasons and factors considered by the Board of Directors in consideration of its recommendation. In view of the wide variety of factors considered by the Board of Directors in connection with its evaluation of the Merger and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, in considering the information and factors described above, individual members of the Board of Directors each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Board of Directors based its unanimous recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

Opinion of Goldman Sachs & Co.

Juniper retained Goldman Sachs to act as its lead financial advisor in connection with a potential transaction such as the Merger. Juniper selected Goldman Sachs to act as Juniper’s financial advisor based on Goldman Sachs’ long-standing relationship with Juniper as well as Goldman Sachs’ qualifications, expertise, reputation and knowledge of the business and affairs of Juniper and the industry in which it operates. Goldman Sachs has provided its written consent to the reproduction of its opinion in this proxy statement. Goldman Sachs rendered to the Board of Directors its oral opinion, subsequently confirmed in writing, that, as of January 9, 2024, and based upon and subject to the factors and assumptions set forth therein, the $40.00 in cash per share of Juniper common stock to be paid to Juniper Stockholders (other than Parent and its affiliates) pursuant to the Merger Agreement was fair from a financial point of view to such Juniper Stockholders.

The full text of the written opinion of Goldman Sachs, dated January 9, 2024, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection

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with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board of Directors in connection with its consideration of the Merger. Goldman Sachs’ opinion does not constitute a recommendation as to how any Juniper Stockholder should vote with respect to the Merger or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of Juniper regarding their assessment of the past and current business operations, financial condition and future prospects of Juniper; reviewed the reported price and trading activity for the shares of Juniper common stock; compared certain financial and stock market information for Juniper with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the networking and telecommunications technology industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with Juniper’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Juniper’s consent that the Management Projections were reasonably prepared on a basis reflecting the best then available estimates and judgments of the management of Juniper. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Juniper or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on Juniper or the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs also assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Juniper to engage in the Merger or the relative merits of the Merger as compared to any strategic alternatives that may be available to Juniper; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, Juniper or any other alternative transaction. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the $40.00 in cash per share of Juniper common stock to be paid to Juniper Stockholders (other than Parent and its affiliates) pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the fairness of the Merger to, or any consideration received in connection therewith by, Juniper Stockholders of any other class of securities,

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creditors, or other constituencies of Juniper; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Juniper, or class of such persons, in connection with the Merger, whether relative to the $40.00 in cash per share of Juniper common stock to be paid to Juniper Stockholders (other than Parent and its affiliates) pursuant to the Merger Agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which the shares of Juniper common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Juniper, Parent, or the Merger, or as to the impact of the Merger on the solvency or viability of Juniper or Parent or the ability of Juniper or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board of Directors in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 8, 2024, the last full trading day before the meeting of the Board of Directors at which the Merger was approved, and is not necessarily indicative of current market conditions.

Illustrative Discounted Cash Flow Analysis. 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 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 and added the amount of Juniper’s cash and cash equivalents and short-term investments, 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, 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.

Illustrative Present Value of Future Share Price Analysis. Using the Management Projections, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Juniper

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common stock. For this analysis, Goldman Sachs derived a range of theoretical future values per share of Juniper common stock (excluding dividends) as of December 31 for each of the fiscal years 2024 and 2025 by applying illustrative NTM P/E multiples ranging from 12.0x to 15.0x to estimates of Juniper’s non-GAAP earnings per share for each of the fiscal years 2025 and 2026. This illustrative range of NTM P/E multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical NTM P/E multiples for Juniper and current and historical NTM P/E multiples for certain publicly traded companies, as described below in the section captioned “The Merger-Opinion of Goldman Sachs & Co.-Selected Public Company Comparables Analysis.”

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 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.

Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected transactions in the telecommunications, media and technology industry since 2014. For each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s NTM EBITDA based on information in public filings, press releases and investor relations documents. While none of the companies that participated in the selected transactions is directly comparable to Juniper, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of Juniper’s results, market sizes and product profile.

The following table presents the results of this analysis:

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

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subtracted the net debt of Juniper as of September 30, 2023, 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, 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.

Premia Paid Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from January 1, 2013, through January 8, 2024 involving a public company in the telecommunications, media and technology industry based in the United States as the target where the disclosed enterprise values for the transaction were greater than $1.0 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 212 transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 30% across the period. This analysis also indicated a 25th percentile premium of 20% and 75th percentile premium of 50% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 20% to 50% to the undisturbed closing price per shares of Juniper common stock of $30.22 as of January 8, 2024, and calculated a range of implied equity values per shares of Juniper common stock of $36.26 to $45.33.

Selected Public Company Comparables Analysis. Goldman Sachs reviewed and compared NTM P/E multiples for Juniper to corresponding NTM P/E multiples for the following publicly traded corporations in the telecommunications, media and technology industry (collectively, the “Selected Companies”):

Service Provider Selected Companies

Enterprise Selected Companies

Although none of the Selected Companies is directly comparable to Juniper, the Selected Companies included were chosen because they are publicly traded companies in the telecommunications, media and technology industry with operations that, for purposes of analysis, may be considered similar to certain operations of Juniper.

Goldman Sachs calculated and compared NTM P/E multiples with respect to Juniper and the Selected Companies based on financial and trading data as of January 8, 2024, information Goldman Sachs obtained from public filings, and the Management Projections.

The results of these calculations are summarized as follows:

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The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Juniper or Parent or the Merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Board of Directors as to the fairness from a financial point of view, as of the date of the opinion, of the $40.00 in cash per shares of Juniper common stock to be paid to Juniper Stockholders (other than Parent and its affiliates) pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Juniper, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arm’s-length negotiations between Juniper and Parent and was approved by the Board of Directors. Goldman Sachs provided advice to Juniper during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Juniper or the Board of Directors or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

As described above, Goldman Sachs’ opinion to the Board of Directors was one of many factors taken into consideration by the Board of Directors in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

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. 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.

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The Board of Directors selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated September 27, 2023, Juniper engaged Goldman Sachs to act as its lead financial advisor in connection with the Merger. The engagement letter between Juniper and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $93 million, $14 million of which became payable at announcement of the Merger, and the remainder of which is contingent upon consummation of the Merger. In addition, Juniper has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Management Projections

Summary of Management Projections

Other than providing near term financial guidance in connection with ordinary course earnings announcements, Juniper does not typically provide public forecasts, projections, estimates or predictions of future earnings, income or other financial results due to the inherent unpredictability of such financial results and variability in the underlying assumptions necessary to forecast, project, estimate and predict future financial results, especially over longer periods of time. In connection with the Merger, however, at the direction of the Board of Directors, Juniper’s management prepared projections of Juniper’s financial results for fiscal years 2023 through 2028 that Juniper’s management then reviewed with the Board of Directors at a meeting of the Board of Directors on August 29, 2023. We refer to these projections as the “Management Projections.” During a September 28, 2023 meeting of the Board of Directors, the Board of Directors authorized and directed that a subset of the Management Projections covering projections of Juniper’s financial results for fiscal years 2023 through 2026 be made available to HPE (at HPE’s request) in connection with its due diligence review of Juniper and the Merger. On January 5, 2024 and prior to the Board of Directors’ approval of the Merger Agreement, Juniper management presented the Management Projections, in the context of a preliminary estimate of Juniper’s performance for the fourth quarter of fiscal year 2023, to the Board of Directors and the Board of Directors approved and instructed Goldman Sachs to use the Management Projections on a go-forward basis in connection with its opinion and related financial analyses as summarized under “The Merger-Opinion of Goldman Sachs & Co.” beginning on page 49. Juniper management presented a further updated preliminary estimate of Juniper’s performance in the fourth quarter of fiscal year 2023 on January 9, 2024, prior to the Board of Directors’ approval of the Merger Agreement.

Juniper is including below a summary of the Management Projections in order to provide Juniper Stockholders with access to information that was made available to, and approved by, the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger.

The following table presents a summary of the Management Projections.

Management Projections

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Important Information Regarding the Management Projections

The Management Projections were developed by Juniper management on a standalone basis without giving effect to the Merger and any other transactions contemplated by the Merger Agreement and, therefore, the Management Projections do not give effect to any changes to Juniper’s operations or strategy that may be implemented after the consummation of the Merger, including potential cost synergies to be realized as a result of the Merger, or to any costs incurred in connection with the Merger. Furthermore, the Management Projections do not take into account the effect of any failure of the Merger to be completed and should not be viewed as accurate or continuing in that context. Although the Management Projections are presented with numerical specificity, they were based on numerous variables and assumptions made by Juniper management with respect to industry performance, customer purchase expectations, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Juniper’s business, all of which are difficult or impossible to predict accurately and many of which are beyond Juniper’s control. The Management Projections reflect subjective judgment in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such the Management Projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Management Projections, including, but not limited to, general business and economic conditions, conditions in the industries and businesses in which Juniper operates, Juniper’s business and financial performance, customer requirements, staffing levels, competition, adverse changes in applicable laws, regulations or rules, the ability to successfully pursue and complete acquisitions, and the various other risks set forth in Juniper’s periodic reports filed with the SEC. There can be no assurance that the Management Projections will be realized or that actual results will not be significantly higher or lower than the Management Projections. The Management Projections cover numerous years, and such information by its nature becomes less reliable with each successive year. In addition, the Management Projections will be affected by Juniper’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Management Projections reflect assumptions as to certain business decisions that are subject to change and cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such. The inclusion of the Management Projections herein should not be regarded as an indication that Juniper or Goldman Sachs, their respective directors, officers, affiliates, advisors, or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. Further, the inclusion of the Management Projections herein should not be deemed an admission or representation by Juniper or any other person that they view such Management Projections as material information. The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that the Management Projections will be necessarily predictive of actual future events. No representation is made by Juniper or any other person regarding the Management Projections or Juniper’s ultimate performance compared to such information. The Management Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about Juniper contained in Juniper’s public filings with the SEC. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.” In light of the foregoing factors, and the uncertainties inherent in the Management Projections, Juniper Stockholders are cautioned not to place undue, if any, reliance on the Management Projections.

The Management Projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”), or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. The Management Projections included in

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this document have been prepared by, and are the responsibility of, Juniper’s management. Ernst & Young LLP (“Ernst & Young”), Juniper’s independent auditor since 1996, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Management Projections and, accordingly, Ernst & Young does not express an opinion or any other form of assurance with respect thereto. The Ernst & Young report incorporated by reference in this proxy statement relates to Juniper’s previously issued financial statements. It does not extend to the Management Projections and should not be read to do so.

Non-GAAP Operating Income and Unlevered Free Cash Flow contained in the Management Projections summarized above are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. The non-GAAP financial measures used in the Management Projections were relied upon by the Board of Directors in connection with its evaluation of the Merger and, at the direction of the Board of Directors, by Goldman Sachs for purposes of its financial analyses and opinion delivered to the Board of Directors. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by the Board of Directors in connection with its evaluation of the Merger or by Goldman Sachs for purposes of its opinion delivered to the Board of Directors. Accordingly, Juniper has not provided a reconciliation of the financial measures included in the Management Projections to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Juniper may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

The summary of the Management Projections above is included herein solely to give Juniper Stockholders access to the information that was made available to the Board of Directors and Goldman Sachs, as well as Parent (who was provided the above-referenced subset of the Management Projections), in connection with the Merger and is not included in this proxy statement in order to influence any Juniper Stockholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to their shares of Juniper common stock in connection with the Merger. In addition, the Management Projections have not been updated or revised to reflect information or results after the date they were prepared, including the transactions contemplated by the Merger Agreement or the announcement thereof, or as of the date of this proxy statement, and except as required by applicable securities laws, Juniper does not intend to update or otherwise revise the Management Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.

Interests of Executive Officers and Directors of Juniper in the Merger

In considering the recommendation of the Board of Directors that Juniper Stockholders vote to adopt the Merger Agreement, Juniper Stockholders should be aware that Juniper’s executive officers and non-employee directors have interests in the Merger that may be different from, or in addition to, those of Juniper Stockholders generally. The Board of Directors was aware of and considered these interests, among other matters, in approving the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by Juniper Stockholders.

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Executive Officers and Non-Employee Directors

For purposes of this disclosure, Juniper’s current executive officers are as follows:

For purposes of this disclosure, Juniper’s current non-employee directors are as follows:

None of our former non-employee directors are eligible for any payment or benefit in connection with the Merger, other than to the extent any non-employee director is a Juniper Stockholder.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

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None of our executive officers or non-employee directors hold restricted stock awards. As the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

Treatment of Company Equity Awards

At the Effective Time, by virtue of the Merger and without the need for any further action on the part of the holder thereof, each Company Option Award that is outstanding immediately prior to the Effective Time will be converted into a Parent Option Award to acquire (A) that number of Parent Shares (rounded down to the nearest whole number of shares) equal to the product of (x) the number of Juniper common stock underlying such Company Option Award immediately prior to the Effective Time multiplied by (y) the Equity Award Exchange Ratio, (B) at an exercise price per Parent Share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per Juniper common stock of such Company Option Award by (y) the Equity Award Exchange Ratio. Except as otherwise provided in the foregoing, each such Parent Option Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Company Option Award immediately prior to the Effective Time.

At the Effective Time, each Company RSU Award that is outstanding and has not yet been settled as of immediately prior to the Effective Time and is a Non-Employee Director RSU Award will vest in full and be cancelled and converted into the right to receive an amount of cash equal to the product of (A) the number of Juniper common stock that were subject to the Company RSU Award as of immediately prior to the Effective Time, multiplied by (B) the Per Share Merger Consideration.

At the Effective Time, each Company RSU Award (that is not a Non-Employee Director RSU Award) that is outstanding immediately prior to the Effective Time will be converted into a Parent RSU Award with respect to a number of Parent Shares (rounded to the nearest whole number of shares) equal to the product of (i) the number of Juniper common stock underlying such Company RSU Award immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange Ratio. For purposes of clause (i) of the immediately preceding sentence, the number of Juniper common stock underlying a performance-vesting Company RSU Award will be determined (A) in respect of performance or measurement periods that have been completed and for which the Compensation Committee has determined performance achievement on or prior to the Closing Date, based on actual performance determined by the Compensation Committee (or in the case of such awards assumed by the Company from prior acquisitions, any management committee or other committee established by the Board of Directors or authorized committees thereof) in accordance with the terms thereof in the ordinary course of business consistent with past practice, and (B) in respect of all other performance or measurement periods, with applicable performance goals deemed achieved at target performance levels (or if the maximum number of shares issuable under such performance-vesting Company RSU Award is 100% of the “target” level, such “target” level), except that the achievement of TSR performance goals will be determined based on actual performance in connection with the transactions contemplated by the Merger Agreement and pursuant to the applicable award agreement. Except as otherwise provided in the foregoing, each Parent RSU Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Company RSU Award immediately prior to the Effective Time, except that any such Parent RSU Award corresponding to a performance-vesting Company RSU Award will no longer be subject to performance-based vesting.

Quantification of Company Equity Awards

At the Effective Time, each Non-Employee Director RSU Award (the only type of equity award held by the non-employee members of the Board) will convert into Per Share Merger Consideration in the manner described above. Based on the assumptions described above under the section of this proxy statement captioned “The Merger-Interests of Executive Officers and Directors of Juniper in the Merger-Certain Assumptions,” the estimated aggregate amount that would become payable to Juniper’s ten (10) non-employee directors in respect

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of their Non-Employee Director RSU Awards is $2,765,520, which excludes any grants of Company RSU Awards that may be made by Juniper to the non-employee directors following the date of this proxy statement.

At the Effective Time, each Company Option Award and Company RSU Award held by Juniper’s executive officers will convert into Parent Option Awards and Parent RSU Awards in the manner described above and will generally remain subject to the same time-based vesting conditions and other terms and conditions as were applicable immediately prior to and after giving effect to the Effective Time, except as described below under the section of this proxy statement captioned “The Merger-Interests of Executive Officers and Directors of Juniper in the Merger-Compensation Arrangements with Parent.” Each unvested Parent Option Award and unvested Parent RSU Award will vest in the event that the executive officer experiences a termination of employment by Juniper and/or Parent without cause, or by the executive officer for good reason, in either case, on or within eighteen (18) months following the Effective Time.

See the section of this proxy statement captioned “The Merger-Interests of Executive Officers and Directors of Juniper in the Merger-Golden Parachute Compensation” for an estimate of the amounts that would become payable to each Juniper named executive officer in respect of their unvested Company Option Awards and unvested Company RSU Awards. Based on the assumptions described above under the section of this proxy statement captioned “The Merger-Interests of Executive Officers and Directors of Juniper in the Merger-Certain Assumptions,” the estimated aggregate amounts that would become payable to Juniper’s single current executive officer who is not a named executive officer in respect of his unvested Company Option Awards is $0, and unvested Company RSU Awards is $1,090,440.

Potential Severance Payments Upon a Qualifying Termination Prior to or Following the Effective Time

Change of Control Agreements

With the exception of Mr. Rahim, whose CIC Agreement will terminate at the Effective Time, Juniper maintains change of control agreements with each of its current executive officers (the “CIC Agreements”) that expire per their terms on the later of (i) January 1, 2027 or (ii) the date all obligations are satisfied under the CIC Agreements. The CIC Agreements with executive officers other than Mr. Rahim generally provide that if an executive officer is terminated by Juniper and/or Parent without cause or by the executive officer for good reason, on or within 18 months following the Effective Time, then the executive officer will receive:

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Severance benefits are subject to the executive officer timely executing and not revoking a release of claims in favor of Juniper. The CIC Agreements further provide that if an executive officer receives any amount that is subject to the “golden parachute” excise tax imposed pursuant to Section 4999 of the Code, the amount of the payments to be made to the executive officer will be reduced to the extent necessary to avoid imposition of the excise tax, but only if the after-tax amount of the reduced payments exceeds the after-tax amount that the executive officer would receive without any such reduction following imposition of the excise tax and all income and related taxes.

280G Mitigation Actions

In connection with the Merger, Juniper may, subject to prior consultation with Parent, take certain tax-planning actions to mitigate any adverse tax consequences under the “golden parachute” provisions of Sections 280G and 4999 of the Code that could arise in connection with the completion of the Merger. The tax-planning and mitigation actions may include accelerating payments that would have vested and otherwise become payable in calendar year 2025 or later in the ordinary course of business. As of the date of this proxy statement, the Board of Directors or a committee thereof has not approved specific actions that it will take to mitigate the potential impact of the excise tax imposed on amounts that constitute “excess parachute payments” under Section 280G of the Code on any affected individuals (including Juniper’s executive officers).

Compensation Arrangements with Parent

On January 9, 2024, Parent entered into an at-will employment arrangement with Mr. Rahim (the “Parent Offer Letter”), setting forth the terms and conditions of Mr. Rahim’s continued employment with Parent from and after the Closing. The effectiveness of the Parent Offer Letter is contingent on Closing.

The Parent Offer Letter provides, following the Effective Time of the Merger, for (a) Mr. Rahim to be paid an annual base salary of $1,000,000 for the first three years of employment, (b) participation in Parent’s annual bonus plan, with an annual target bonus opportunity of 175% of base salary and a maximum bonus opportunity of 200% of target annual bonus opportunity for the three-year period commencing with the year following the end of the year in which the Merger closing occurs, (c) a retention package comprising (i) a Parent RSU Award with a grant date value of $3,000,000 that will vest in equal installments on each of the first three anniversaries of the Closing Date (the “Retention RSU Award”), subject to continued employment through each vesting date, and (ii) a $9,000,000 cash award (the “Retention Cash Award”) with the same vesting terms as the Retention RSU Award, and (d) an annual long-term incentive award for each of the first three years of employment, each with a $11,000,000 target grant date value (the “Annual LTI Grant”). For each Annual LTI Grant, 50% of the target grant date value will be granted in the form of time-based Parent RSU Awards (“Parent Time-Based RSUs”) and the other 50% will be granted in the form of performance-based Parent RSU Awards (“Parent Performance RSUs”). The Parent Time-Based RSUs will vest in equal annual installments on the first three anniversaries of the grant date, subject to continued employment through such vesting dates; provided, however, if both (i) the Closing Date occurs after Juniper makes its 2025 annual incentive award grants (“2025 Juniper Grants”) and (ii) the 2025 Juniper Grants are at least 75% of the value of the annual incentive award grants made by Juniper in 2024 (the “Modified Vesting Conditions”), then subject to continued employment through each vesting date, the Parent Time-Based RSUs will vest in equal annual installments on December 15, 2026, 2027 and 2028. The Parent Performance RSUs will vest based on operating profit goals for the Networking business unit and will vest after the completion of a three-year performance period; provided that if the Modified Vesting Conditions are applicable, the initial grant of Parent Performance RSUs will cliff vest in December 2028, subject to continued employment through the applicable performance periods. The Parent Performance RSUs will performance vest at a rate of 50% for threshold achievement of the applicable operating profit goals and up to 200% for maximum achievement of such goals, with a total shareholder return modifier of plus or minus 20% (but in no event greater than 200%).

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Treatment of Mr. Rahim’s Juniper Equity Awards

Under Mr. Rahim’s Parent Offer Letter, Mr. Rahim’s Company Option Awards and Company RSU Awards that are converted into Parent Option Awards and Parent RSU Awards following the Effective Time (the “Unvested Rollover Equity Awards”) pursuant to the Merger Agreement, will vest in accordance with their terms; provided that, approximately 30% of the unvested equity value of such Unvested Rollover Equity Awards will vest on the Closing Date and the remaining portion will vest upon the earliest to occur of: (i) their regularly scheduled vesting dates, subject to continued employment with Parent through such dates, (ii) the date that is one year plus one day following the Closing Date, subject to continued employment with Parent through such date, and (iii) the termination of employment by Parent without cause, by Mr. Rahim for good reason or due to death or disability (as such terms are defined in the Parent Offer Letter), subject in the case of clause (iii) only to Mr. Rahim’s execution of an effective release of claims.

Termination Protections for Mr. Rahim

Under the terms of the Parent Offer Letter, the Retention RSU Award and the Retention Cash Award will vest in full in the event of a termination of employment by Parent without cause, by Mr. Rahim for good reason or due to death or disability. The Parent Offer Letter further provides that (a) if Mr. Rahim’ employment is terminated without cause, (b) if Mr. Rahim resigns with good reason, or (c) in the event of Mr. Rahim’s death or disability, in each case, on or within 18 months following the Closing Date, then, subject to Mr. Rahim’s execution of an effective release of claims, Mr. Rahim will be entitled to receive (i) a lump sum cash payment equal to 200% of the sum of (x) Mr. Rahim’s annual base salary for the fiscal year in which the employment termination or the Closing occurs, whichever is greater, and (y) Mr. Rahim’s target annual bonus for the fiscal year in which the employment termination or the Closing occurs, whichever is greater, and (ii) a lump sum cash payment equal to the cost of COBRA coverage for 12 months. After the 18-month anniversary of the Closing Date, Mr. Rahim will be eligible for severance benefits under the Parent Severance and Long-term Incentive Change in Control Plan for Executive Officers (the “Parent Severance Plan”). The Parent Offer Letter further provides that the Annual LTI Grants will be subject to accelerated vesting as set forth in the Parent Severance Plan, which provides for either (i) full accelerated vesting of restricted stock units (with achievement of any applicable performance measures determined at target) in the event of a termination of employment not for cause or termination by the participant for good reason within 24 months following a change in control of Parent (if such awards are assumed in connection with such change in control of Parent) or (ii) if the awards are not assumed, vesting acceleration upon such change in control of Parent (with achievement of any applicable performance measures determined based on the greater of the number that would vest based on actual performance and the number that would vest pro rata based upon target performance). In the event of a qualifying termination of employment absent a change in control of Parent occurs, the Parent Severance Plan provides for pro rata vesting of restricted stock units (including performance based awards if performance conditions have been satisfied).

Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, the present and former officers and directors of Juniper or any of its subsidiaries will be entitled to certain ongoing indemnification and coverage for a period of six (6) years following the effective time under directors’ and officers’ liability insurance policies from the Surviving Corporation. This indemnification and insurance coverage is further described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Indemnification and Insurance.”

Golden Parachute Compensation

The table below sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each named executive officer of Juniper that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the Merger-related compensation payable to the named executive officers of Juniper.

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The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before completion of the Merger transaction. For purposes of calculating such amounts, the following assumptions were used:

For purposes of this disclosure, Juniper’s named executive officers are: (i) Rami Rahim, Chief Executive Officer and Director; (ii) Manoj Leelanivas, Executive Vice President, Chief Operating Officer; (iii) Robert Mobassaly, Senior Vice President, General Counsel and Secretary; (iv) Kenneth B. Miller, Executive Vice President, Chief Financial Officer; and (v) Christopher Kaddaras, Executive Vice President, Chief Revenue Officer.

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Financing of the Merger

The obligations of Parent and Merger Sub to consummate the Merger are not subject to any financing condition.

In connection with its entry into the Merger Agreement, Parent obtained a commitment from Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd. for a $14 billion senior unsecured delayed draw term loan facility, comprised of an $11 billion 364-day tranche and a $3 billion three-year tranche, subject to customary conditions. Such financing will ultimately be replaced, in part, with a combination of new debt, mandatory convertible preferred securities, and cash on the balance sheet.

Closing and Effective Time

The closing of the Merger will take place at a time specified by Juniper, Parent and Merger Sub on the third (3^rd) business day following the satisfaction or waiver of all conditions to Closing of the Merger (other than conditions that by their terms are to be satisfied at the closing but subject to the satisfaction or waiver of such conditions) (as described in the section of this proxy statement captioned, “Proposal 1: Adoption of the Merger Agreement—Conditions to the Closing of the Merger”) or such other time agreed to in writing by Parent, Juniper and Merger Sub.

Dissenters’ Rights

General

Under the DGCL, Juniper Stockholders have the right to demand appraisal and to receive payment in cash for the fair value of their shares of Juniper common stock as determined by the Delaware Court of Chancery, together with interest, if any, as determined by the Delaware Court of Chancery, in lieu of the Per Share Merger Consideration, subject to the requirements and limitations set forth in Section 262 of the DGCL described herein. These rights are known as appraisal rights. Juniper Stockholders of record and beneficial owners electing to exercise appraisal rights must comply with the provisions of Section 262 of the DGCL in order to perfect their rights. Strict compliance with the statutory procedures is required to perfect appraisal rights under Delaware law.

This section is intended as a brief summary of the material provisions of Delaware law pertaining to appraisal rights. The following discussion, however, is not a complete summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, which is attached to this proxy statement as Annex C and incorporated into this proxy statement by reference. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation as to whether or not a Juniper Stockholder of record or beneficial owner should exercise his, her or its right to seek appraisal under Section 262 of the DGCL.

Subject to certain exceptions specified in Section 262 of the DGCL and summarized below, holders of record, and beneficial owners, of shares of Juniper common stock who: (1) submit a written demand for appraisal of such person’s shares to Juniper prior to the vote on the Merger Agreement; (2) have not consented to or otherwise voted in favor of the Merger Agreement or otherwise withdrawn, lost or waived appraisal rights; (3) continuously are the record holders or beneficial holders, as applicable, of such shares through the Effective Time; and (4) otherwise comply with the applicable procedures and requirements set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery and receive payment in cash of the “fair value” of such shares (as determined by the Delaware Court of Chancery, exclusive of any element of value arising from the accomplishment or expectation of the Merger) as of the completion of the Merger instead of the

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Per Share Merger Consideration. Any such Juniper Stockholder of record or beneficial holder awarded “fair value” for the holder’s shares by the court would receive payment of that fair value in cash, together with interest, if any, in lieu of the right to receive the Per Share Merger Consideration. It is possible that any such “fair value” as determined by the Delaware Court of Chancery may be more or less than, or the same as the Per Share Merger Consideration.

Section 262 of the DGCL requires that Juniper Stockholders for whom appraisal rights are available be notified not less than 20 days before the Special Meeting. Either a copy of Section 262 of the DGCL or information directing Juniper Stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost must be included with such notice. This proxy statement constitutes our notice to the Juniper Stockholders of the availability of appraisal rights in connection with the Merger in compliance with the requirements of Section 262 of the DGCL, which is attached to this proxy statement as Annex C and incorporated into this proxy statement by reference. Juniper Stockholders of record and beneficial owners who wish to exercise appraisal rights or who wish to preserve the right to do so should review the following summary and the applicable statutory provisions carefully. Failure to comply with the procedures of Section 262 of the DGCL in a timely and proper manner will result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Juniper unless certain stock ownership conditions are satisfied by the Juniper Stockholders of record and beneficial owners seeking appraisal. Because of the complexity of the procedures for exercising the right to seek appraisal, Juniper Stockholders of record and beneficial owners who wish to exercise appraisal rights are urged to consult with their own legal and financial advisors in connection with compliance under Section 262 of the DGCL. A Juniper Stockholder of record or beneficial owner who loses, waives or otherwise fails to properly exercise his, her or its appraisal rights will be entitled to receive the Per Share Merger Consideration.

How to Exercise and Perfect Your Appraisal Rights

If you are a Juniper Stockholder of record or a beneficial holder and wish to exercise the right to seek an appraisal of your shares of Juniper common stock, you must satisfy each of the following conditions:

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If you fail to comply with any of these conditions and the Merger is completed, you will be entitled to receive the Per Share Merger Consideration, but you will have no appraisal rights with respect to your shares of Juniper common stock.

In addition, because shares of Juniper common stock are listed on a national securities exchange and is expected to continue to be listed on such exchange immediately prior to the consummation of the Merger, the Delaware Court of Chancery will dismiss appraisal proceedings as to all shares of Juniper common stock, unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of Juniper common stock eligible for appraisal or (2) the value of the Per Share Merger Consideration for such total number of shares entitled to appraisal exceeds $1 million. At least one of the Ownership Thresholds must be met in order for Juniper Stockholders to be entitled to seek appraisal with respect to such shares of Juniper common stock.

In the case of a record holder of shares of Juniper common stock, voting, via the Internet during the Special Meeting or by proxy, against, abstaining from voting on or failing to vote on the Merger Agreement will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal is in addition to and separate from any proxy or vote. If you want to exercise your appraisal rights, you must not vote your shares of Juniper common stock via the Internet during the Special Meeting or by proxy in favor of the Merger Agreement.

In the case of a beneficial owner of shares of Juniper common stock, brokers, banks and other nominees that hold shares in “street name” for their customers do not have discretionary authority to vote those shares on the Merger Agreement without specific voting instructions from the beneficial owner on such proposal, but such brokers, banks or other nominees will vote such shares as instructed if the beneficial owner provides such instructions. If a beneficial owner of shares of Juniper common stock held in “street name” instructs such person’s broker, bank or other nominee to vote such person’s shares in favor of the Merger Agreement, and does not revoke such instruction prior to the vote on the Merger Agreement, then such shares will be voted in favor of the Merger Agreement, and it will constitute a waiver of such beneficial owner’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, if you are a beneficial owner of shares of Juniper common stock who wishes to exercise appraisal rights, you must either not provide any instructions to your broker, bank or other nominee how to vote on the Merger Agreement or instruct such broker, bank or other nominee to vote against the Merger Agreement or abstain from voting on such proposal.

Who May Exercise Appraisal Rights

A holder of record or beneficial owner of shares of Juniper common stock issued and outstanding immediately prior to the Effective Time may assert appraisal rights for the shares of Juniper common stock held of record or beneficially in that holder’s name. A demand for appraisal must be executed by or on behalf of the Juniper Stockholder of record or beneficial owner, as applicable, and must reasonably inform Juniper of the identity of the Juniper Stockholder of record or beneficial owner and that the Juniper Stockholder intends to demand appraisal of his, her or its shares of Juniper common stock. In addition, in the case of a demand for appraisal made by a beneficial owner, the demand must (1) reasonably identify the holder of record of the shares for which the demand is made, (2) provide documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (3) provide an

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address at which such beneficial owner consents to receive notices given by Juniper and to be set forth on the verified list of persons who have demanded appraisal for their shares pursuant to Section 262(f) of the DGCL. A holder of record, such as a bank, broker or other nominee, who holds shares of Juniper common stock as a nominee or intermediary for others, may exercise his, her or its right of appraisal with respect to the shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the holder of record.

If you elect to exercise appraisal rights under Section 262 of the DGCL, you should mail or deliver a written demand to:

Juniper Networks, Inc.

Attention: General Counsel and Secretary

1133 Innovation Way

Sunnyvale, California 94089

(408) 745-2000

Litigation Relating to the Merger

Following the filing of the preliminary proxy statement filed in connection with the Merger, a complaint was filed in the United States District Court for the Northern District of California against Juniper and its directors: Zaita v. Juniper Networks, Inc. et. al., No. 3:24-cv-01051 (N.D. Cal.). The complaint asserts violations of Sections 14(a) and 20(a) of the Exchange Act and alleges, among other things, that the preliminary proxy statement omitted certain purportedly material information which rendered the preliminary proxy statement incomplete and misleading. Specifically, the complaint alleges, among other things, that the preliminary proxy statement failed to disclose material information regarding the Management Projections and the Opinion of Goldman Sachs. Juniper also received demands on behalf of purported Juniper Stockholders setting forth similar claims. The complaint and demands, in each case, request corrective disclosures in advance of the Special Meeting. Juniper intends to defend against such complaint and demands. It is likely additional demands may be sent or lawsuits may be filed between the date of this proxy statement and consummation of the Merger.

U.S. Federal Income Tax Considerations

The following discussion is a summary of the U.S. federal income tax considerations of the Merger generally applicable to U.S. Holders (as defined below) who receive cash in exchange for their shares of Juniper common stock pursuant to the Merger. This discussion is based upon the Code, Treasury Regulations promulgated under the Code, rulings and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion is limited to holders who hold their shares of Juniper common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This discussion assumes that the Merger will be consummated in accordance with the Merger Agreement and as described in this proxy statement.

This discussion is for general information purposes only and does not address all of the tax consequences that may be relevant to holders in light of their particular facts and circumstances, nor does it address any consequences to holders subject to special rules under the U.S. federal income tax laws, such as:

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This discussion does not address any U.S. federal tax consequences other than those pertaining to the income tax (such as estate, gift or other non-income tax consequences) or any state, local or non-U.S. income or non-income tax consequences, or the consequences of the Medicare tax on net investment income. If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Juniper common stock, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding shares of Juniper common stock and partners therein should consult their own tax advisors regarding the consequences of the Merger to their particular circumstances.

No ruling has been or will be sought from the Internal Revenue Service (the “IRS”) regarding the U.S. federal income tax consequences of the Merger described herein. This summary is not binding on the IRS or a court, and there can be no assurance that the tax consequences described in this summary will not be challenged by the IRS or that they would be sustained by a court if so challenged.

In addition, the following discussion does not address the tax consequences of acquisitions or disposition of shares of Juniper common stock outside of the Merger or transactions pertaining to options, warrants or similar rights to purchase shares of Juniper common stock.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

For purposes of this discussion, a “U.S. Holder” means a beneficial owner of shares of Juniper common stock that is, for U.S. federal income tax purposes:

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The receipt of cash by a U.S. Holder in exchange for shares of Juniper common stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares of Juniper common stock surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares of Juniper common stock. Such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder has held its Juniper common stock for more than one year as of the effective date of the Merger. Long-term capital gain recognized by certain non-corporate U.S. Holders is generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of Juniper common stock at different times or different prices, such U.S. Holder must determine its tax basis and holding period separately for each block of Juniper common stock.

Payments of cash in exchange for shares of Juniper common stock to a U.S. Holder generally are subject to information reporting and may be subject to backup withholding (currently, at a rate of 24%), unless such U.S. Holder provides the withholding agent with a properly completed Internal Revenue Service Form W-9 or successor form (or appropriate substitute) certifying its correct taxpayer identification number and that such U.S. Holder is not subject to backup withholding and otherwise complies with the backup withholding rules or otherwise establishes an exemption from backup withholding. Any amounts withheld from payments to a U.S. Holder of shares of Juniper common stock under the backup withholding rules are not an additional tax and generally will be allowed as a refund or credit against such U.S. Holder’s U.S. federal income tax liability; provided that such U.S. Holder timely furnishes the required information to the Internal Revenue Service.

JUNIPER STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE MERGER TO THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

Regulatory Approvals Required for the Merger

Juniper and Parent have agreed to use their respective reasonable best efforts to obtain all consents, waiting period expirations or terminations, waivers and approvals required to be obtained by it to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include approval under the HSR Act and certain other applicable antitrust, foreign investment laws and the EU Foreign Subsidies Regime.

In addition, each of Juniper and Parent have agreed to use its reasonable best efforts to (i) cooperate and consult with each other in connection with any filing or submission in connection with any investigation or other inquiry, (ii) give the other party prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding brought by an applicable governmental authority or brought by a third party before any applicable governmental authority, (iii) keep the other party promptly informed as to the status of any such request, inquiry, investigation, action or legal proceeding, (iv) promptly inform the other party of any substantive communication to or from any applicable governmental authority in connection with any such request, inquiry, investigation, action or legal proceeding, (v) promptly furnish to the other party, subject to an appropriate confidentiality agreement, copies of documents provided to or received from any applicable governmental authority in connection with any such request, inquiry, investigation, action or legal proceeding, (vi) subject to an appropriate confidentiality agreement, consult in advance and cooperate with the other party and consider in

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good faith the views of the other party in connection with any substantive communication, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal to be made or submitted in connection with any such request, inquiry, investigation, action or legal proceeding, and (vii) except as may be prohibited by any applicable governmental authority or by applicable law, in connection with any such request, inquiry, investigation, action or legal proceeding in respect of the transactions contemplated by the Merger Agreement, to provide advance notice of and permit authorized representatives to be present at each material meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in advance in connection with any argument, opinion or proposal to be made or submitted to any applicable governmental authority in connection with such request, inquiry, investigation, action or legal proceeding.

Each of Juniper and Parent have agreed to use their reasonable best efforts to promptly take, and cause their affiliates to take, all actions and steps requested or required by any governmental authority as a condition to granting any required regulatory approval under the Merger Agreement and to avoid the entry of, or to effect the dissolution of, any order in any action or legal proceeding which would otherwise have the effect of preventing the Closing or delaying the Closing beyond the End Date, including defending through litigation, contending or appealing, any claim asserted in any court with respect to the proposed transaction by any person. Such reasonable best efforts by the parties and/or their affiliates shall include (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, lease, license, transfer or other disposition of such businesses, product lines or assets of Juniper, Parent or any of their respective subsidiaries, (2) terminating, modifying or assigning existing relationships, contracts or obligations of Parent or any of its subsidiaries or those relating to any assets, properties or businesses of Juniper or any of its subsidiaries, (3) agreeing to other structural, behavioral or conduct relief, or changing or modifying any course of conduct regarding future operations of Juniper, Parent or any of their respective subsidiaries or the assets, properties or businesses of Juniper or any of its subsidiaries, and (4) otherwise taking or committing to take any other action that would limit Parent’s or any of its subsidiaries’ freedom of action with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties or businesses of Juniper or any of its subsidiaries, in each case, as may be required in order to enable the consummation of the transactions contemplated hereby to occur as soon as reasonably practicable (and in any event no later than the End Date). Notwithstanding the foregoing, Parent will not be required to propose, negotiate, commit to or effect any action or remedy that would reasonably be expected to result in a material adverse effect on Parent and its subsidiaries and Juniper and its subsidiaries, taken as a whole as a combined company (provided that for these purposes, a material adverse effect will be measured relative to the size of Juniper and its subsidiaries, taken as a whole, regardless of whether such actions are imposed on, or affect Parent, Juniper or any of their respective subsidiaries).

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder, the Merger may not be completed until Juniper and Parent each files a Notification and Report Form with the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”), and the applicable waiting period (and any extension thereof) has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification and report forms. If the FTC or DOJ issues a request for additional information and documents (which we refer to as a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC, the DOJ or any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the

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Merger, seeking divestiture of substantial assets of the parties, or seeking to require the parties to license or hold separate assets or terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

Other Regulatory Approvals

The Merger is also subject to clearance or approval under certain other antitrust regimes, including in the European Union and the EU Foreign Subsidies Regime. The Merger cannot be completed until all applicable waiting periods (and any extensions thereof) applicable to the Merger under the antitrust laws in the relevant jurisdictions have expired or otherwise been terminated, or all requisite clearances, consents and approvals pursuant thereto have been obtained.

The Merger is subject to the expiration or otherwise termination of the applicable review periods (and any extensions) under, or the receipt of approvals, clearances, consents and approvals under, the relevant foreign investment laws of certain jurisdictions. In addition, relevant regulatory bodies could take action under other applicable regulatory laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin or otherwise prevent the completion of the Merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under regulatory laws under some circumstances. There can be no assurance that a challenge to the Merger on regulatory grounds will not be made or, if such a challenge is made, that it would not be successful.

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (i) were made only for purposes of the Merger Agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Merger Agreement; and (iii) may be subject to important qualifications, limitations and supplemental information agreed to by Juniper, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between Juniper, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Juniper Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Juniper, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Juniper, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Juniper, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Juniper and our business.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement-Closing and Effective Time”): (i) Merger Sub will be merged with and into Juniper, with Juniper surviving as the Surviving Corporation and becoming a wholly owned subsidiary of Parent; (ii) the separate corporate existence of Merger Sub will thereupon cease; and (iii) Juniper will continue as the Surviving Corporation. From and after the Effective Time, the Surviving Corporation will possess all properties, rights, privileges, powers and franchises of Juniper and Merger Sub, and all of the debts, liabilities and duties of Juniper and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the initial directors and officers of the Surviving Corporation will be the directors and officers of Merger Sub as of immediately prior to the Effective Time. At the Effective Time, the certificate of incorporation and bylaws of Juniper as the Surviving Corporation will be amended and restated in their entirety such that the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time will be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter amended or changed as provided therein or by applicable law.

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Closing and Effective Time

The closing of the Merger (the “Closing”) will take place at 10:00 a.m. ET on the third (3^rd) business day following the satisfaction or waiver of all conditions to closing of the Merger (described below under the caption, “Proposal 1: Adoption of the Merger Agreement—Conditions to the Closing of the Merger”) (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions) or such other time as Parent and Juniper may mutually agree.

At the Closing, Juniper and Merger Sub will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The Merger will become effective at the Effective Time, which is the time at which the certificate of merger is duly filed with the Secretary of State of the State of Delaware (or at such later time as may be specified in the certificate of merger).

Merger Consideration

Juniper Common Stock

At the Effective Time, and without any action required by any Juniper Stockholder, each share of Juniper common stock (other than Excluded Shares, which include, for example, shares of Juniper common stock owned by Juniper Stockholders who have properly exercised and not withdrawn their statutory rights of appraisal under Section 262 of the DGCL) outstanding as of immediately prior to the Effective Time will be canceled and retired, and automatically converted into the right to receive the Per Share Merger Consideration, less any applicable withholding taxes.

Treatment of Company Equity Awards

At the Effective Time, by virtue of the Merger and without the need for any further action on the part of the holder thereof, each Company Option Award that is outstanding immediately prior to the Effective Time will be converted into a Parent Option Award to acquire (A) that number of Parent Shares (rounded down to the nearest whole number of shares) equal to the product of (x) the number of Juniper common stock underlying such Company Option Award immediately prior to the Effective Time multiplied by (y) the Equity Award Exchange Ratio, (B) at an exercise price per Parent Share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per Juniper common stock of such Company Option Award by (y) the Equity Award Exchange Ratio. Except as otherwise provided in the foregoing, each such Parent Option Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Company Option Award immediately prior to the Effective Time.

At the Effective Time, each Company RSU Award that is outstanding and has not yet been settled as of immediately prior to the Effective Time and is a Non-Employee Director RSU Award will vest in full and be canceled and converted into the right to receive an amount of cash equal to the product of (A) the number of Juniper common stock that were subject to such Company RSU Award as of immediately prior to the Effective Time, multiplied by (B) the Per Share Merger Consideration.

At the Effective Time, each Company RSU Award (that is not a Non-Employee Director RSU Award) that is outstanding immediately prior to the Effective Time will be converted into a Parent RSU Award with respect to a number of Parent Shares (rounded to the nearest whole number of shares) equal to the product of (i) the number of Juniper common stock underlying such Company RSU Award immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange Ratio. For purposes of clause (i) of the immediately preceding sentence, the number of Juniper common stock underlying a performance-vesting Company RSU Award will be determined (A) in respect of performance or measurement periods that have been completed and for which the Compensation Committee has determined performance achievement on or prior to the Closing Date, based on actual performance determined by the Compensation Committee (or in the case of such awards assumed by the Company from prior acquisitions, any management committee or other committee established by the Board of

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Directors or authorized committees thereof) in accordance with the terms thereof in the ordinary course of business consistent with past practice, and (B) in respect of all other performance or measurement periods, with applicable performance goals deemed achieved at target performance levels (or if the maximum number of shares issuable under such performance-vesting Company RSU Award is 100% of the “target” level, such “target” level), except that the achievement of TSR performance goals will be determined based on actual performance in connection with the transactions contemplated by the Merger Agreement and pursuant to the applicable award agreement. Except as otherwise provided in the foregoing, each Parent RSU Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Company RSU Award immediately prior to the Effective Time, except that any such Parent RSU Award corresponding to a performance-vesting Company RSU Award will no longer be subject to performance-based vesting.

Treatment of Company ESPP

In accordance with the terms of the Merger Agreement, Juniper will take such action as may be necessary or appropriate under the Company ESPP to ensure, provide for or cause the following to occur: (i) except for the Final Offering Period, no new offering period under the Company ESPP will commence during the period from January 9, 2024 through the Effective Time; (ii) there will be no increase in the amount of payroll deductions or payroll contributions permitted to be made by the participants under the Company ESPP during the current offering period, except those made in accordance with payroll deduction elections that are in effect as of January 9, 2024; and (iii) no individuals will commence participation in the Company ESPP during the period from January 9, 2024 through the Effective Time. If the Effective Time would occur during any Final Offering Period, (i) the accumulated contributions of the participants in such offering period will be used to purchase Juniper common stock as of such date as Juniper determines in its sole discretion (provided that such date will be no later than five (5) business days prior to the Effective Time), (ii) the participants’ accumulated contributions under the Company ESPP will be used to purchase Juniper common stock in accordance with the terms of the Company ESPP as of the date determined in accordance with the foregoing clause (i), and (iii) purchase rights under such offering period will terminate immediately after such purchase. As of no later than the business day immediately prior to the Effective Time, Juniper will terminate the Company ESPP. As promptly as practicable following the purchase of Juniper common stock in accordance with the immediately foregoing clause (ii), Juniper will return to each participant the funds, if any, that remain in such participant’s account under the Company ESPP after such purchase.

Exchange and Payment Procedures

Prior to the Effective Time, Parent will appoint an agent reasonably acceptable to Juniper (the “Exchange Agent”) for the purpose of exchanging for the Per Share Merger Consideration (i) certificates representing shares of Juniper common stock (the “Certificated Shares”) or (ii) uncertificated shares of Juniper common stock (the “Uncertificated Shares”). Prior to the Effective Time, Parent will deposit, or cause to be deposited, with the Exchange Agent the Per Share Merger Consideration to be paid in respect of the Certificated Shares and the Uncertificated Shares that have been converted into the right to receive the Per Share Merger Consideration. Promptly after the Effective Time (but not later than three (3) business days thereafter), Parent must cause the Exchange Agent to send, to each holder of such shares of Juniper common stock at the Effective Time (1) in the case of holders of Certificated Shares, a letter of transmittal in reasonable and customary form (which will specify that the delivery will be effected, and risk of loss and title will pass, only upon proper delivery of the Certificated Shares to the Exchange Agent) and instructions for use in effecting the surrender of Certificated Shares pursuant to such letter of transmittal and (2) in the case of Uncertificated Shares not held through Depository Trust and Clearing Corporation (“DTC”), reasonable and customary provisions regarding delivery of an “agent’s message” with respect to such Uncertificated Shares.

Each holder of shares of Juniper common stock that have been converted into the right to receive the Per Share Merger Consideration will be entitled to receive, upon (i) surrender to the Exchange Agent of a Certificated Share, together with a properly complete letter of transmittal, or (ii) receipt of an “agent’s message” by the

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Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares of Juniper common stock not held through DTC, the Per Share Merger Consideration payable for each share of Juniper common stock represented by a Certificated Share or for each Uncertificated Share of Juniper common stock, without interest. Until so surrendered or transferred, as the case may be, each such Certificated Shares or Uncertificated Share will represent after the Effective Time for all purposes only the right to receive the Per Share Merger Consideration. No interest will be paid or will accrue on any cash payable to holders of Certificated Shares, Uncertificated Shares or any other securities pursuant to the Merger Agreement.

Representations and Warranties

The Merger Agreement contains representations and warranties of Juniper, HPE and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by Juniper are qualified as to “materiality” or “Material Adverse Effect.” For purposes of the Merger Agreement, “Material Adverse Effect” means, with respect to Juniper, any effect, change, event, circumstances or occurrences that, individually or in the aggregate (i) would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Merger Agreement or (ii) has had or would reasonably be expected to have a material adverse effect on the financial condition, business or results of operations of Juniper and its subsidiaries, taken as a whole; provided that, for purposes of clause (ii) only, none of the following will be deemed in and of themselves to constitute, and none of the following will be taken into account in determining whether there is, or would reasonably be expected to be a Material Adverse Effect:

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Except with respect to bullets 1-4 above, such effects will not be considered exceptions to the definition of “Material Adverse Effect” to the extent that such changes do not have a disproportionate impact on Juniper and its subsidiaries, taken as a whole, as compared to other participants in the industry in which Juniper and its subsidiaries operate. With respect to HPE, “Material Adverse Effect” means any effect that, individually or in the aggregate, would reasonably be expected to prevent or materially delay the consummation of the transaction contemplated by the Merger Agreement. Additionally, the absence or failure to obtain any consent, approval, waiver or clearance from a governmental authority in connection with any of required regulatory approvals or otherwise required in connection with the Merger Agreement will not in and of itself be a Material Adverse Effect, with respect to HPE, subject to certain exceptions.

In the Merger Agreement, Juniper has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement and confidential disclosure schedules. These representations and warranties relate to, among other things:

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In the Merger Agreement, Parent has made customary representations and warranties to Juniper that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

Conduct of Business Pending the Merger

During the period of time between the date of signing of the Merger Agreement and the first to occur of the Effective Time and the termination of the Merger Agreement (the “interim period”), except (i) with prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed), (ii) as expressly required or contemplated by the Merger Agreement, (iii) as disclosed in the confidential disclosure schedules to the Merger Agreement or (iv) as required by applicable law (the “interim period exceptions”), Juniper will, and will cause its subsidiaries to:

During the interim period and subject to the interim period exceptions and certain other exceptions, Juniper will not, and will not allow its subsidiaries, as applicable to, among other things (as more fully set out the Merger Agreement):

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No Solicitation of Other Offers

From January 9, 2024 until the earlier of the date the Merger Agreement is terminated or the Effective Time, Juniper and its subsidiaries may not, and must use reasonable best efforts to cause its and their respective representatives not to, directly or indirectly (subject to certain limited exceptions described below):

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In addition, Juniper has agreed to, and to cause its subsidiaries and representatives to, (i) cease immediately and cause to be terminated any and all existing discussions or negotiations, if any, with any third party and its representatives conducted prior to January 9, 2024 with respect to any Acquisition Proposal or offer, proposal, inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal and (ii) promptly terminate access by any such third party and its representatives to any physical or electronic data room relating to any such discussions or negotiations and request the return or destruction of all information furnished by Juniper or on its behalf to any such third party and its representatives, and to enforce and not waive, amend or release any third party from the provisions of its confidentiality agreements with such third parties.

Notwithstanding these restrictions, pursuant to the terms and conditions set out in the Merger Agreement, Juniper is permitted to waive any standstill agreement with any third party (other than Parent, Juniper and their respective affiliates), or any standstill provision included in a confidentiality agreement with a third party in response to an unsolicited request from a third party in the event that the Board of Directors determines in good faith, after consultation with Juniper’s outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with the fiduciary duties of the Board of Directors under applicable law.

Juniper must notify Parent in writing promptly (but in no event later than forty-eight (48) hours) after receipt by Juniper of any Acquisition Proposal or any offers, proposals, inquiries or indications of interest with respect thereto or that Juniper believes is or that would reasonably be expected to lead to an Acquisition Proposal, including (i) the identity of the third party making the Acquisition Proposal or offer, proposal, inquiry or indication of interest, (ii) in certain circumstances, a summary of the material terms and conditions thereof and (iii) an unredacted copy of any written proposal, written offer or other written material received from such third party or its representatives in connection with an Acquisition Proposal, and will keep Parent reasonably informed as to the status of such Acquisition Proposal, offer, proposal, inquiry or indication of interest on a reasonably prompt basis and within forty-eight (48) hours of (A) any such material changes or material developments or (B) any written request of Parent for such information. Juniper will also notify Parent promptly (but in no event later than forty-eight (48) hours) after receipt by Juniper of any initial request for non-public information relating to Juniper or for access to the business, properties, assets, books or records of Juniper by any third party that, to the knowledge of Juniper, may be considering making, or has made, an Acquisition Proposal.

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Notwithstanding the foregoing, if, at any time prior to the time that Juniper Stockholders approve the adoption of the Merger Agreement, Juniper or any of its representatives receives an unsolicited Acquisition Proposal that the Board of Directors concludes in good faith (after consultation with its financial advisor and outside legal counsel) constitutes a Superior Proposal and the Board of Directors determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties to Juniper Stockholders under applicable laws:

However, prior to taking any of the actions listed above, Juniper must have complied with the following:

Juniper is not entitled to terminate the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal unless it complies with certain procedures in the Merger Agreement, including, but not limited to, negotiating with Parent in good faith over a four (4)-business-day period in an effort to amend the terms and conditions of the Merger Agreement, so that such Superior Proposal no longer constitutes a Superior Proposal relative to the transactions contemplated by the Merger Agreement, as amended pursuant to such negotiations.

If, prior to obtaining the Company Stockholder Approval, Juniper terminates the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal or Parent terminates the Merger Agreement following an Adverse Change Recommendation of the Board of Directors, Juniper must pay a $407,500,000 termination fee to Parent.

For purposes of this proxy statement and the Merger Agreement:

“Acquisition Proposal” means, other than the transactions contemplated by the Merger Agreement, any offer, proposal, inquiry or indication of interest of any third party relating to, in a single transaction or a series of related transactions, (i) any direct or indirect acquisition, purchase, exchange, transfer or license of assets (including equity or voting securities of any subsidiary of Juniper) representing 20% or more of the consolidated assets of Juniper and its subsidiaries or to which 20% or more of the consolidated revenues or earnings of Juniper and its subsidiaries are attributable; (ii) any direct or indirect issuance, acquisition, purchase, exchange or transfer of 20% or more of any class of equity or voting securities of Juniper; (iii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party or the equityholders of such third party beneficially owning 20% or more of any class of equity or voting securities of Juniper; or (iv) any merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization,

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recapitalization, liquidation, dissolution or other similar transaction with a third party involving Juniper or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of Juniper or to which 20% or more of the consolidated revenues or earnings of Juniper or any of its subsidiaries are attributable, in each case in this clause (iv), in which the stockholders of Juniper immediately prior to such transaction will not own, directly or indirectly, at least 80% of the surviving company in the same proportions as immediately prior to such transaction.

“Superior Proposal” means a bona fide written Acquisition Proposal that the Board of Directors determines in good faith, after consultation with its financial advisor and outside legal counsel, taking into account the financial, legal, regulatory and other aspects of such proposal and any revisions to the Merger Agreement made or offered in writing by Parent prior to the time of such determination, would be more favorable to Juniper Stockholders from a financial point of view than the Merger; provided that for purposes of the definition of “Superior Proposal,” the references to “20%” in the definition of Acquisition Proposal will be deemed references to “80%.”

The Board of Directors’ Recommendation; Adverse Recommendation Change

As described above, and subject to the provisions described below, the Board of Directors has made the unanimous recommendation that Juniper Stockholders vote “FOR” the proposal to adopt the Merger Agreement. The Merger Agreement provides that the Board of Directors will not effect Adverse Recommendation Change except as described below.

Prior to the adoption of the Merger Agreement by Juniper Stockholders, the Board of Directors or any committee thereof may not take any action described in the following (any such action, an “Adverse Recommendation Change”):

Notwithstanding the restrictions described above, prior to the adoption of the Merger Agreement by Juniper Stockholders, the Board of Directors may effect Adverse Recommendation Change if (i) Juniper has received a Superior Proposal or (ii) there has been an Intervening Event (as defined herein), in each case, that the Board of Directors has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to effect Adverse Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties under applicable law.

The Board of Directors may only effect Adverse Recommendation Change or authorize Juniper to terminate the Merger Agreement to enter into an agreement with respect to a Superior Proposal if:

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In addition, the Board of Directors may only effect Adverse Recommendation Change for an Intervening Event if:

Employee Benefits

The Merger Agreement provides that, subject to applicable law, for a period of twelve (12) months after the Effective Time, Parent or the Surviving Corporation will provide the employees of Juniper or its subsidiaries as of immediately prior to the Effective Time during the period they continue to be employed by Parent, the Surviving Corporation and/or its or Parent’s subsidiaries on and after the Effective Time (the “Covered Employees”) with (i) annual base salary or base wages, target cash bonus opportunity and severance benefits that are, in each case, no less favorable than those in effect prior to the Effective Time, and (ii) other employee benefits that are substantially comparable in the aggregate to the greater of those provided by Juniper to such employee prior to the Effective Time and those provided to similarly situated employees of Parent or its subsidiaries.

The Merger Agreement further provides that, Parent will provide all Covered Employees with service credit for purposes of eligibility, participation, vesting and levels of benefits under any employee benefit or compensation

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plan, program or arrangement adopted, maintained or contributed to by Parent or the Surviving Corporation and/or their subsidiaries in which Covered Employees are eligible to participate (the “Parent Plans”) for all periods of employment with Juniper or its subsidiaries (or any predecessor entities) prior to the Effective Time to the same extent as such Covered Employee was entitled, prior to the Effective Time, to credit for such service under any similar Employee Plan in which such Covered Employee participated or was eligible to participate immediately prior to the Effective Time, and with Parent, the Surviving Corporation and any of their subsidiaries on and after the Effective Time; provided that the foregoing will not apply (A) for any purpose under any defined benefit pension plan or retiree welfare plan or equity incentive plan or award agreement thereunder, (B) for purposes of any Parent Plan that is grandfathered or frozen to new participants, either with respect to level of benefits or participation or (C) to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, Parent must use commercially reasonable efforts to (i) cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any Parent Plan to be waived with respect to the Covered Employees and their eligible dependents, to the extent waived under the corresponding plan in which the applicable Covered Employee participated immediately prior to the Effective Time, and (ii) to the extent not prohibited by the terms and which terms may not be amended without material cost to Juniper, or by any third-party administrator, of any fully insured medical, dental, pharmaceutical or vision benefit plan of Parent or the Surviving Corporation, credit each Covered Employee with all deductible payments, co-payments and other out-of-pocket expenses incurred by such Covered Employee and his or her covered dependents under the medical, dental, pharmaceutical or vision benefit plans of Juniper prior to the Closing during the plan year in which the Closing occurs for the purpose of determining the extent to which such Covered Employee has satisfied the deductible, co-payments or maximum out-of-pocket requirements applicable to such Covered Employee and his or her covered dependents for such plan year under any medical, dental, pharmaceutical or vision benefit plan of the Surviving Corporation, Parent or its affiliates, as if such amounts had been paid in accordance with such plan (to the extent such credit would have been given under comparable Employee Plans prior to the Closing).

The Merger Agreement further provides that, if requested by Parent not less than ten (10) business days before the Closing Date, Juniper must adopt resolutions and take such corporate action as is necessary to terminate the Employee Plans that are United States tax-qualified defined contribution plans (collectively, the “Company DC Plan”), effective as of the day prior to the Closing Date. The form and substance of such resolutions approved in connection with the foregoing termination will be subject to the reasonable prior review of Parent. Upon the distribution of the assets in the accounts under the Company DC Plan to the participants, Parent must permit the Covered Employees who are then actively employed by Parent or its subsidiaries to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code), including rollovers of outstanding plan loans, in the form of cash, from the Company DC Plan to the applicable tax-qualified defined contribution plans of Parent or its subsidiaries.

Indemnification and Insurance

Parent, Merger Sub and Juniper have agreed that, for six (6) years after the Effective Time, the Surviving Corporation will indemnify and hold harmless the present and former officers and directors of Juniper or any of its subsidiaries (each, an “Indemnified Person”) in respect of acts or omissions occurring at or prior to the Effective Time in their capacity as an officer or director of Juniper or its subsidiaries to the same extent as such Indemnified Persons are entitled to indemnification as of the Effective Time as provided (i) under the Restated Certificate of Incorporation or bylaws of Juniper or the articles of incorporation and bylaws or similar organizational documents of the applicable subsidiaries or (ii) in specified indemnification agreements of Juniper or its subsidiaries in existence as of the Effective Time, in each case as in effect as of the Effective Time; provided that such indemnification will be subject to any limitation imposed from time to time under applicable law.

In addition, prior to the Effective Time, Parent or Surviving Corporation will, as of the Effective Time, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of

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Juniper’s then existing directors’ and officers’ liability insurance policies as selected by Juniper (collectively, “D&O Tail Policy”), in each case for a claims reporting or discovery period of six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Juniper’s and its subsidiaries’ existing directors’ and officers’ liability insurance policies in effect as of the date hereof; provided that in no event will Parent or the Surviving Corporation be required to expend for the D&O Tail Policy an aggregate premium amount in excess of 400% of the annual premium amount paid or payable by Juniper or its subsidiaries with respect to their existing directors’ and officers’ liability insurance policies as in effect as of the Effective Time (the “Premium Cap”), and if the aggregate premium amount of such insurance coverage would exceed such Premium Cap, Parent or the Surviving Corporation will be obligated to obtain policies with the greatest coverage available for a cost equal to or not to exceed the Premium Cap.

Other Covenants

Stockholders Meeting

Juniper will, as promptly as reasonably practicable (in accordance with applicable law and Juniper’s organizational documents) following the date upon which Juniper learns that this proxy statement will not be reviewed, or that the SEC staff no further comments to this proxy statement, duly call, give notice of, convene and hold the Special Meeting and use its reasonable best efforts to obtain the Company Stockholder Approval.

Stockholder Litigation

Juniper must give Parent prompt written notice and the opportunity to participate in the defense (at Parent’s sole cost) of any litigation, action, suit, claim, demand or proceeding brought against Juniper or its directors or officers relating to the transactions contemplated by the Merger Agreement. Juniper must also give Parent the right to review and comment on all filings or responses to be made by Juniper in connection with any such action, suit, claim, demand or proceeding, and the right to consult on the settlement with respect to such litigation, and Juniper will in good faith take such comments from Parent into account, and, no such settlement must be offered or agreed to without Parent’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) and keep Parent reasonably informed with respect to any such action, suit, claim, demand or proceeding.

Financing Assistance

Although the obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition, Juniper has agreed that it will, and will cause its subsidiaries to, and will use its reasonable best efforts to cause its and its subsidiaries and their respective representatives to, on a timely basis, provide cooperation, to the extent reasonably requested by Parent in writing, in connection with the Debt Financing or any other debt, equity, equity-linked or other or other financing of Parent or any of its subsidiaries in connection with the Merger and the other transactions contemplated in the Merger Agreement, including taking certain customary actions specified in the Merger Agreement. The financing cooperation covenant is subject to customary exceptions, including that any required cooperation shall not unreasonably interfere with the ongoing operations of Juniper and its subsidiaries.

Debt Modification

Juniper must, and must cause its subsidiaries to, deliver all notices and take all other actions required to facilitate the termination of commitments in respect of the Credit Agreement, dated as of June 15, 2023, among Juniper, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and, to the extent requested in writing by Parent, any other indebtedness for borrowed money incurred by Juniper after January 9, 2024, the repayment in full of all obligations in respect of such indebtedness and the release of any liens securing such indebtedness and guarantee therewith on the Closing Date.

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Conditions to the Closing of the Merger

The obligations of Parent and Merger Sub, on the one hand, and Juniper, on the other hand, to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following conditions:

In addition, the obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or written waiver (where permitted by applicable law) of each of the following additional conditions:

In addition, the obligation of Juniper to consummate the Merger is subject to the satisfaction or written waiver (where permitted by applicable law) of each of the following additional conditions:

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Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the adoption of the Merger Agreement by Juniper Stockholders, in the following ways:

By Juniper if:

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By Parent if:

In the event that the Merger Agreement is terminated pursuant to the termination rights above, the Merger Agreement will be void and of no effect without liability of any party to the other parties. Notwithstanding the foregoing, nothing in the Merger Agreement will relieve any party from any liability for intentional fraud by such party. In addition, no termination of the Merger Agreement will affect the rights or obligations of any party pursuant to the confidentiality agreement between Juniper and Parent, which rights, obligations and agreements will survive the termination of the Merger Agreement in accordance with their respective terms.

Termination Fees

Parent will be entitled to receive a termination fee of $407,500,000 from Juniper if the Merger Agreement is terminated:

Juniper will be entitled to receive a reverse termination fee of $815,000,000 from Parent if the Merger Agreement is terminated:

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Specific Performance

Parent, Merger Sub and Juniper agree that irreparable damage would occur if any provision of the Merger Agreement is not performed in accordance with the terms in the Merger Agreement. Parent, Merger Sub and Juniper acknowledge and agree that, in the event of any breach or threatened breach by any other party of any covenant or obligation contained in the Merger Agreement, the non-breaching party will be entitled to an injunction or injunctions to prevent breaches or threatened breaches of the Merger Agreement or to enforce specifically the performance of the terms and provisions of the Merger Agreement, in addition to any other remedy to which they are entitled at law or in equity.

Parent, Merger Sub and Juniper agree not to raise any objections to the granting of an injunction, specific performance or any other equitable relief on the basis that the other parties have an adequate remedy at law or equitable relief is not an appropriate remedy for any reason at law or equity. Any party seeking an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement will not be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in the Merger Agreement, and each party irrevocably waived any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Fees and Expenses

Except in specified circumstances, whether or not the Merger is completed, all costs and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement will be paid by the party incurring or required to incur such expenses.

Amendment

The Merger Agreement may be amended by the parties in an executed written instrument at any time before or after adoption of the Merger Agreement by Juniper Stockholders. However, after adoption of the Merger Agreement by Juniper Stockholders, no amendment that requires further approval by such Juniper Stockholders pursuant to applicable law may be made without such approval.

Governing Law; Venue

The Merger Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rule s of such state. The parties have agreed that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, the Merger Agreement or the transactions contemplated by the Merger Agreement shall be brought in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

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PROPOSAL 2: THE JUNIPER COMPENSATION PROPOSAL

Under Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, Juniper is required to submit a proposal to Juniper Stockholders to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Juniper’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. This compensation is summarized in the section captioned “The Merger-Interests of Executive Officers and Directors of Juniper in the Merger.” The Board of Directors encourages you to review carefully the named executive officer merger-related compensation information disclosed in this proxy statement.

Accordingly, the Board of Directors is asking you to approve the following resolution:

“RESOLVED, that the stockholders of Juniper approve, on a non-binding, advisory basis the compensation that will or may become payable to Juniper’s named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section captioned “The Merger-Interests of Executive Officers and Directors of Juniper in the Merger.””

The vote on this Compensation Proposal is a vote separate and apart from the vote on the proposal to adopt the Merger Agreement. Accordingly, you may vote to approve the proposal to adopt the Merger Agreement and vote not to approve this Compensation Proposal and vice versa. Because the vote on the Compensation Proposal is advisory only, it will not be binding on Juniper. Accordingly, if the Merger Agreement is adopted and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on this Compensation Proposal.

Vote Required and Board of Directors Recommendation

Approval, on an advisory (non-binding) basis, of the Compensation Proposal requires the affirmative vote of the outstanding shares of Juniper common stock representing a majority of the outstanding shares present at the Special Meeting virtually or by proxy, provided a quorum is present. (i) A failure to vote in person by virtual ballot or by proxy at the Special Meeting will have no effect on the outcome of the Compensation Proposal, (ii) abstentions will not be counted as votes “FOR” or “AGAINST” and will have no effect on the outcome of the Compensation Proposal and (iii) assuming a quorum is present, broker “non-votes” (if any) will have no effect on the outcome of the Compensation Proposal. Shares of Juniper common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a Juniper Stockholder returns a signed proxy card without indicating voting preferences on such proxy card, the shares of Juniper common stock represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting and all of such shares will be voted as recommended by the Board of Directors.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

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PROPOSAL 3: THE OFFICER EXCULPATION PROPOSAL

We are asking you to approve an amendment to the Restated Certificate of Incorporation to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law.

Background of the Proposed Amendment to the Restated Certificate of Incorporation

The State of Delaware, our state of incorporation, recently enacted legislation that enables Delaware corporations to limit the liability of certain of their officers in limited circumstances. Specifically, Section 102(b)(7) of the DGCL was amended to authorize corporations to adopt a provision in their certificate of incorporation to eliminate or limit monetary liability of certain corporate officers, or exculpation, for direct claims brought by stockholders for breach of the fiduciary duty of care. Previously, the DGCL allowed only exculpation of directors for breach of the fiduciary duty of care. As amended, Section 102(b)(7) of the DGCL authorizes corporations to provide for exculpation of the following officers: (i) the corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer, (ii) “named executive officers” identified in the corporation’s SEC filings, and (iii) other individuals who have agreed to be identified as officers of the corporation. Section 102(b)(7) of the DGCL, as amended, only permits, and the Officer Exculpation Proposal would only permit, the exculpation of certain officers in connection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by Juniper Stockholders in the name of the Company.

In addition, as is currently the case with directors under the Restated Certificate of Incorporation, the Officer Exculpation Proposal would not limit the liability of officers for any breach of the duty of loyalty to the Company or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit. Article Eighth in the Restated Certificate of Incorporation currently provides for the exculpation of directors, but does not include a provision that allows for the exculpation of officers.

The description of the proposed amendment and the applicable provisions of the DGCL contained herein are summaries and are qualified in their entirety by the text of the amendment to the Restated Certificate of Incorporation, as set forth in Annex D to the proxy statement, and the full text of the applicable provisions of the DGCL.

Rationale for the Proposed Amendment to the Restated Certificate of Incorporation

The Board of Directors believes that it is important to provide protection from certain liabilities and expenses that may discourage prospective or current officers from accepting or continuing service with corporations. As with directors, officers frequently must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight.

The Board of Directors also believes the proposed amendment to the Restated Certificate of Incorporation would better position the Company to attract exceptional officer candidates. In the absence of this exculpatory protection, candidates might be deterred from serving as officers due to exposure to personal liability in an environment with increasing litigation and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. A number of our peers have adopted, and we expect that others will adopt, similar exculpation clauses that limit the personal liability of officers in their respective certificates of incorporation, and failing to adopt the Officer Exculpation Proposal could impact our recruitment and retention of exceptional officer candidates.

The Board of Directors also took into account recent case law, the narrow class and type of claims from which such officers would be exculpated from liability pursuant to DGCL Section 102(b)(7), the limited number of our

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officers that would be impacted and the benefits the Board of Directors believes would accrue to Juniper by providing exculpation in accordance with DGCL Section 102(b)(7), including the ability to further enable our officers to best exercise their business judgment in furtherance of the best interests of stockholders without the potential for distraction posed by the risk of personal liability.

After weighing these considerations, the Board of Directors approved and declared it advisable to adopt, subject to Juniper Stockholder approval, the proposed amendment to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law.

If the Officer Exculpation Proposal is not approved by a majority of the shares of Juniper common stock outstanding on the Record Date, then the Officer Exculpation Proposal will not be approved and will not be implemented or become effective. Approval of the Officer Exculpation Proposal is not a condition to the completion of the Merger. Approval of the Officer Exculpation Proposal will constitute approval of the amendment to the Restated Certificate of Incorporation, as set forth in Annex D to the proxy statement.

If the Officer Exculpation Proposal is approved, Juniper intends to file the amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, and the Officer Exculpation Proposal will become effective at the time of that filing. The Board of Directors may, at any time prior to the effectiveness of the amendment to the Restated Certificate of Incorporation, abandon the Officer Exculpation Proposal without further action by Juniper Stockholders (even if the requisite Juniper Stockholder vote is obtained).

Vote Required and Board of Directors Recommendation

Approval of the Officer Exculpation Proposal requires the affirmative vote of the outstanding shares of Juniper common stock representing a majority of the outstanding shares present at the Special Meeting virtually or by proxy, provided a quorum is present. (i) A failure to vote in person by virtual ballot or by proxy at the Special Meeting, (ii) abstentions and (iii) broker “non-votes” (if any), in each case, will have the same effect as a vote “AGAINST” the Officer Exculpation Proposal. Shares of Juniper common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a Juniper Stockholder returns a signed proxy card without indicating voting preferences on such proxy card, the shares of Juniper common stock represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting and all of such shares will be voted as recommended by the Board of Directors.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.