secwatch / observer
8-K filed July 2, 2025, 7:59 PM ET CIK 0001043604
M&A confidence high sentiment neutral materiality 1.00

HPE completes $14B acquisition of Juniper Networks at $40/share; DOJ settlement reached

JUNIPER NETWORKS INC

Machine-readable event card

schema_version
secwatch.filing_event.v1
accession
0001193125-25-154400
form_type
8-K
ticker
null
cik
0001043604
company_name
JUNIPER NETWORKS INC
filed_at
2025-07-02T23:59:59+00:00
discovered_at
2026-05-14T18:02:43.187524+00:00
generated_at
2026-05-18T09:34:18.895538+00:00
sec_items
["1.02", "2.01", "3.01", "3.03", "5.01", "5.02", "5.03", "8.01", "9.01"]
event_type
m_and_a
sentiment
neutral
materiality_score
1.0
calibrated_materiality_score
1.0
confidence
high
secwatch_canonical_url
https://secwatch.observer/filing/0001193125-25-154400
json_url
https://secwatch.observer/filing/0001193125-25-154400.json
markdown_url
https://secwatch.observer/filing/0001193125-25-154400.md
text_url
https://secwatch.observer/filing/0001193125-25-154400.txt
edgar_index_url
https://www.sec.gov/Archives/edgar/data/1043604/000119312525154400/0001193125-25-154400-index.htm
edgar_primary_document_url
https://www.sec.gov/Archives/edgar/data/1043604/000119312525154400/d912160d8k.htm
generated_by_model
deepseek-v4-flash:cloud@v2
review_status
machine_generated
human_reviewed
false
corrected
false
correction_note
null
correction_timestamp
null
superseded_by
null

Source-grounded claims

072438e74e710ab32fe63ee31e2db3d9f972fd0f

JUNIPER NETWORKS INC: Certificate of incorporation amended and restated to match Merger Sub's certificate.

the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the forms of the certificate of incorporation and bylaws of Merger Sub as in effective immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to the Company’s name.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

974156af26d243bb6693516e1b04e2045ea834a7

JUNIPER NETWORKS INC: Bylaws amended and restated to match Merger Sub's bylaws.

the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the forms of the certificate of incorporation and bylaws of Merger Sub as in effective immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to the Company’s name.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

176db9ba71a3d0ab0098441453f6e0862aec2ed5

JUNIPER NETWORKS INC underwent a change of control involving Hewlett Packard Enterprise Company for $40.00 per share in cash (closed 2025-07-02).

properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) was automatically converted into the right to receive $40.00 in cash, without interest and subject to applicable withholding taxes (the “ Merger Consideration ”). In addition, pursuant to the Merger Agreement and in accordance with the

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

Comparable filings

AMWD

American Woodmark completes merger with MasterBrand; shareholders receive 5.150 MBC shares per share

AMERICAN WOODMARK CORP May 28, 2026, 9:17 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the forms of the certificate of incorporation and bylaws of Merger Sub as in effective immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to the Company’s name.

Comparable filing

the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name.

Filing page SEC filing

Veris Residential, L.P.

Veris Residential taken private in $3.5B all-cash acquisition by Affinius Capital consortium

Veris Residential, L.P. May 27, 2026, 4:44 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the forms of the certificate of incorporation and bylaws of Merger Sub as in effective immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to the Company’s name.

Comparable filing

Pursuant to the Merger Agreement, following the consummation of the Merger, the Company ceased to exist and Merger Sub I continued as the Surviving Entity. As of the Effective Time, (i) the certificate of formation of Merger Sub I in effect immediately prior to the consummation of the Merger became the certificate of formation of the Surviving Entity, and (ii) the limited liability company agreement of Merger Sub I in effect immediately prior to the consummation of the Merger became the limited liability company agreement of the Surviving Entity.

Filing page SEC filing

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the forms of the certificate of incorporation and bylaws of Merger Sub as in effective immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to the Company’s name.

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

Filing page SEC filing

NVRI

Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri

ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

same fact type: ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01 same event type: m_and_a similar materiality

This filing

properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) was automatically converted into the right to receive $40.00 in cash, without interest and subject to applicable withholding taxes (the “ Merger Consideration ”). In addition, pursuant to the Merger Agreement and in accordance with the

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

Filing page SEC filing

CVGW

Calavo completes acquisition by Mission Produce; shareholders receive 0.9790 Mission shares + $14.85 cash per share

CALAVO GROWERS INC May 29, 2026, 6:01 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) was automatically converted into the right to receive $40.00 in cash, without interest and subject to applicable withholding taxes (the “ Merger Consideration ”). In addition, pursuant to the Merger Agreement and in accordance with the

Comparable filing

Time and (y) the Merger Consideration Value. Aggregate Merger Consideration The total aggregate consideration payable to Calavo shareholders in the Mergers was approximately 17,531,182 Mission Produce Shares and $265,922,425. The cash consideration was paid by Mission Produce using a combination of (a) available cash on hand and (b) third-party debt financing.

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) was automatically converted into the right to receive $40.00 in cash, without interest and subject to applicable withholding taxes (the “ Merger Consideration ”). In addition, pursuant to the Merger Agreement and in accordance with the

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

RVYL

RTB Digital (formerly Ryvyl) closes merger; issues 4.4M shares, names Heckman CEO

RYVYL Inc. May 21, 2026, 4:05 PM ET m_and_a Items 2.01, 3.02, 5.01, 5.02, 5.03, 9.01

same fact type: ma_transaction same SEC item: 2.01, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) was automatically converted into the right to receive $40.00 in cash, without interest and subject to applicable withholding taxes (the “ Merger Consideration ”). In addition, pursuant to the Merger Agreement and in accordance with the

Comparable filing

On May 12, 2026 (the “Closing Date”), as contemplated by the Merger Agreement, following the satisfaction of the closing conditions set forth in the Merger Agreement, the Company completed its business combination with RTB (the “Merger”).

Filing page SEC filing

TIPT

Tiptree completes $1.65B sale of Fortegra to DB Insurance, receives ~$1.08B proceeds

TIPTREE INC. May 29, 2026, 4:03 PM ET m_and_a Items 1.01, 2.01, 1.02, 8.01, 9.01

same fact type: ma_transaction same SEC item: 1.02, 2.01, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) was automatically converted into the right to receive $40.00 in cash, without interest and subject to applicable withholding taxes (the “ Merger Consideration ”). In addition, pursuant to the Merger Agreement and in accordance with the

Comparable filing

on April 8, 2026, executed a joinder to the Merger Agreement to become a party thereto. Pursuant to the Merger Agreement, Purchaser acquired Fortegra for a purchase price of $1.65 billion in cash (subject to certain adjustments set forth in the Merger Agreement) by means of a merger of Merger Sub with and into Fortegra, with Fortegra surviving the Merger (the “

Filing page SEC filing

Source: SEC EDGAR
accession 0001193125-25-154400

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.