As previously disclosed, on December 21, 2020, Juniper Industrial Holdings, Inc., a Delaware corporation (Juniper), entered
into a Business Combination Agreement (the Business Combination Agreement) by and among Juniper, Janus Parent, Inc., a Delaware corporation (Janus Parent), JIH Merger Sub, Inc., Jade Blocker Merger Sub 1, Inc., Jade Blocker
Merger Sub 2, Inc., Jade Blocker Merger Sub 3, Inc., Jade Blocker Merger Sub 4, Inc., Jade Blocker Merger Sub 5, Inc., Clearlake Capital Partners IV (AIV-Jupiter) Blocker, Inc., Clearlake Capital Partners IV
(Offshore) (AIV-Jupiter) Blocker, Inc., Clearlake Capital Partners V (AIV-Jupiter) Blocker, Inc., Clearlake Capital
Partners V (USTE) (AIV-Jupiter) Blocker, Inc., Clearlake Capital Partners V (Offshore) (AIV-Jupiter) Blocker, Inc,, Janus Midco, LLC,
Jupiter Management Holdings, LLC, Jupiter Intermediate Holdco, LLC, J.B.I., LLC and Cascade GP, LLC, which provides, among other things, for the transactions contemplated by the Business Combination Agreement, culminating in the business combination
(the Business Combination) between Juniper and Janus International Group, LLC, a Delaware limited liability company (Janus International), an affiliate of Janus Parent.
On March 2, 2021 and March 24, 2021, respectively, Juniper received three demand letters (the Initial Demand Letters)
from purported shareholders of Juniper claiming certain allegedly material omissions in the registration statement on Form S-4 (No. 333-252859) (the Registration
Statement), which Janus Parent originally filed on February 8, 2021 and which contained a preliminary prospectus of Janus Parent and a preliminary proxy statement for a special meeting of the Junipers stockholders. The Securities
and Exchange Commission (the SEC) declared the Registration Statement, containing Janus Parents definitive prospectus and Junipers definitive proxy statement (the definitive proxy statement/prospectus or the
Proxy Statement), effective on May 7, 2021, and Juniper commenced mailing the Proxy Statement on or about May 10, 2021. On May 27, 2021, Juniper received another demand letter (collectively with the Initial Demand Letters, the
Demand Letters) from a purported shareholder of Juniper claiming certain allegedly material omissions in the Proxy Statement.
While Juniper believes that the disclosures set forth in the Proxy Statement comply fully with applicable law, in order to resolve the
purported shareholders claims in the Demand Letters so as to avoid nuisance, cost and distraction, and in an effort to preclude any efforts to delay the closing of the Business Combination, Juniper has determined to voluntarily supplement the
Proxy Statement with the supplemental disclosures set forth below (the Supplemental Disclosures). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of
the disclosures set forth herein. To the contrary, Juniper specifically denies all allegations in the Demand Letters that any additional disclosure was or is required. Juniper believes the Demand Letters are without merit.
The Supplemental Disclosures will not affect the merger consideration that will be paid to Junipers stockholders in connection with the
Business Combination or the timing of Junipers virtual special meeting of stockholders scheduled to be held online via live webcast on June 3, 2021 at 1:00 p.m., Eastern Time, at https://www.cstproxy.com/juniperindustrial/2021 (the
Special Meeting). The board of directors continues to recommend that you vote FOR the proposals being considered at the Special Meeting.
Supplemental Disclosures to Proxy Statement
The following information should be read in conjunction with the Proxy Statement. All page references in the information below are to pages in
the Proxy Statement, and capitalized terms used in this Current Report on Form 8-K shall have the meanings set forth in the Proxy Statement, unless otherwise defined herein.
The following disclosure shows the addition to the disclosure in the paragraph describing the events that took place on
October 27, 2020 on page 98 of the Proxy Statement under the heading Background of the Business Combination.
On October 27, 2020, Juniper submitted an initial letter of intent and term sheet describing its interest in pursuing a potential
business combination with Janus. The term sheet set out certain of the key details and metrics relating to the proposed transaction, including a pre-Transaction total enterprise value of the Company
equal to $2.10 billion. The transaction valuation assumed normalized net working capital consistent with historical amounts and a cash and customary debt free transaction, and was based on, but not limited to, 2021
projected sales and EBITDA for Janus of $630 million and $155 million, respectively. After exchanging comments and negotiating the letter of intent, Janus and Juniper entered
into a letter of intent on October 29, 2020 describing the basic terms of the proposed combination and including a mutual exclusivity period extending through December 7,