Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered forward-looking
statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical fact included in this Current Report on Form
8-K are forward-looking statements. When used in this Current Report on Form 8-K, words such as may, should, could,
would, expect, plan, anticipate, believe, estimate, continue, or the negative of such terms or other similar expressions, as they relate to the management team,
identify forward-looking statements. Such forward-looking statements are based on the current beliefs of the respective management of Janus and the Company, based on currently available information, as to the outcome and timing of future events, and
involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements. Actual results could differ materially from those contemplated by the forward-looking statements as a result of
certain factors detailed in the Companys filings with the SEC including, but not limited to, the risk factors and other uncertainties set forth under Risk Factors in Part I, Item 1A of Junipers Form 10-K for the year ended December 31, 2019 and in Junipers other filings. There can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be
achieved. Forward-looking statements speak only as of the date they are made, and neither Janus nor the Company is under any obligation, and each of them expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking
statement, whether as a result of new information, future events or otherwise, except as required by law. All subsequent written or oral forward-looking statements attributable to Janus or the Company or persons acting on its behalf are qualified in
their entirety by this paragraph.
In addition to factors previously disclosed in the Companys reports filed with the SEC and those
identified elsewhere in this Current Report on Form 8-K, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:
(i) ability to meet the closing conditions to the merger, including approval by stockholders of the Company on the expected terms and schedule and the risk that any regulatory approvals required for the merger are not obtained or are obtained
subject to conditions that are not anticipated; (ii) the occurrence of any event, change or other circumstance that could cause the termination of the merger agreement or a delay in the closing of the merger; (iii) the effect of the
announcement or pendency of the proposed merger on the Companys business relationships, operating results, and business generally; (iv) failure to realize the benefits expected from the proposed transaction; (v) risks that the
proposed merger disrupts Januss current plans and operations and potential difficulties in Januss employee retention as a result of the proposed merger; (vi) the effects of pending and future legislation; (vii) risks related to
disruption of management time from ongoing business operations due to the proposed transaction; (viii) the amount of the costs, fees, expenses and other charges related to the merger; (ix) risks of the self-storage industry; (x) the
highly competitive nature of the self-storage industry and Januss ability to compete therein; (xi) litigation, complaints, and/or adverse publicity; (xii) the ability to meet NYSEs listing standards following the consummation
of the proposed transaction; and (xiii) cyber incidents or directed attacks that could result in information theft, data corruption, operational disruption and/or financial loss.
This Current Report on Form 8-K is not intended to be
all-inclusive or to contain all the information that a person may desire in considering an investment in the Company and is not intended to form the basis of an investment decision in the Company. All
subsequent written and oral forward-looking statements concerning Janus and the Company, the proposed transaction or other matters and attributable to Janus and the Company or any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. the Company and Janus undertake no obligation to update these statements for revisions or changes after the date of this Current Report on Form 8-K, except as
required by law.
Disclaimer
This
Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in
any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Item 9.01. Financial Statements and Exhibits.
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