Item 8.01. Other Events.
On May 10, 2021, Janus International Group, LLC (Janus) issued a press release (the Press Release)
announcing that (i) its registration statement on Form S-4 (File No. 333-252859), initially filed with the U.S. Securities and Exchange Commission
(SEC) on February 8, 2021 (as amended, the Registration Statement), relating to the previously announced proposed business combination with Juniper Industrial Holdings, Inc. (Juniper) and
other transactions contemplated by that certain Business Combination Agreement, dated as of December 21, 2020, by and among Juniper, Janus Parent, Inc., Janus Midco, LLC, Jupiter Management Holdings, LLC, Jupiter Intermediate Holdco, LLC and
the other parties named therein (collectively, the Business Combination), has been declared effective by the SEC as of May 7, 2021 and (ii) Juniper has established a record date of May 4, 2021 (the Record
Date) and a meeting date of June 3, 2021 for its special meeting of stockholders (the Special Meeting) to approve the Business Combination. In light of the COVID-19 pandemic
and to support the well-being of Junipers stockholders and partners, the Special Meeting will be completely virtual.
A copy of the
Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
IMPORTANT INFORMATION AND WHERE TO FIND IT
This
communication is being made in connection with the proposed business combination involving Juniper and Janus under a new holding company, Janus Parent, Inc., a Delaware corporation (Janus Parent). In connection with the proposed
transactions, Janus Parent has filed with the Securities and Exchange Commission (SEC) a registration statement on Form S-4 (as amended, the Registration
Statement) containing a definitive proxy statement of Juniper and a definitive prospectus of Janus Parent. This announcement does not contain all the information that should be considered concerning the proposed business combination and
is not intended to form the basis of any investment decision or any other decision in respect of the business combination. Junipers shareholders and other interested persons are advised to read the definitive proxy statement/prospectus and
other documents filed in connection with the proposed business combination, as these materials will contain important information about Juniper, Janus, Janus Parent and the business combination. Janus Parent has mailed the definitive proxy
statement/prospectus and other relevant materials for the proposed business combination to shareholders of Juniper as of a record date to be established for voting on the proposed business combination. Shareholders are also able to obtain copies of
the definitive proxy statement/prospectus and other documents filed with the SEC, without charge at the SECs website at www.sec.gov. In addition, the documents filed by Juniper and Janus Parent may be obtained free of charge from Juniper at
www.juniperindustrial.com/investors. Alternatively, these documents can be obtained free of charge by directing a request to: Juniper Industrial Holdings, Inc., 14 Fairmount Avenue, Chatham, New Jersey 07928.
PARTICIPANTS IN THE SOLICITATION
Juniper, Janus
and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from Junipers shareholders with respect to the proposed business combination. A list of the names of those directors and executive
officers and a description of their interests in Juniper is contained in Junipers annual report on Form 10-K for the fiscal year-ended December 31, 2020, which is available free
of charge at the SECs web site at www.sec.gov. In addition, the documents filed by Juniper may be obtained from Juniper as described above under Important Information and Where to Find It.