Edgar Filing: JUNIPER NETWORKS INC

sv4

As filed with the Securities and Exchange Commission on February 24, 2004

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Juniper Networks, Inc.

(Exact name of Registrant as specified in its charter)


Delaware	3576	77-0422528
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1194 North Mathilda Avenue

Sunnyvale, California 94089

(408) 745-2000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Scott Kriens

President, Chief Executive Officer and

Chairman of the Board

1194 North Mathilda Avenue

Sunnyvale, California 94089

(408) 745-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Larry W. Sonsini, Esq. Katharine A. Martin, Esq. Steve L. Camahort, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304 Telephone: (650) 493-9300		Matthew P. Quilter, Esq. Scott J. Leichtner, Esq. Katrin K. Robb, Esq. Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, California 94041 Telephone: (650) 988-8500

Approximate date of commencement of proposed sale to the public: Upon completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE






		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering Price	Aggregate	Registration
Securities to be Registered	Registered(1)	Per Share	Offering Price(2)	Fee


Common stock, par value $0.00001 per share	158,505,309	$25.10	$3,978,483,255.90	$504,073.83


(1)	Based upon the maximum number of shares of the Registrant’s common stock, par value $0.00001 per share, that may be issued in connection with the merger.

(2)	Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act and calculated pursuant to Rules 457(f)(1) and 457(c) under the Securities Act, based on (i) $25.10, the average of the high and low sales price per share of the Registrant’s common stock, par value $0.00001 per share, on the Nasdaq National Market on February 23, 2004 and (ii) the maximum number of shares of the Registrant’s common stock to be issued to stockholders of NetScreen Technologies, Inc. pursuant to the merger.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this joint proxy statement/prospectus is not complete and may be changed. Juniper Networks may not sell these securities until the registration statement filed with the United States Securities and Exchange Commission is effective. This joint proxy statement/ prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 24, 2004

JOINT PROXY STATEMENT/ PROSPECTUS

Juniper Networks, Inc. and NetScreen Technologies, Inc., are pleased to deliver our joint proxy statement/ prospectus for the proposed merger involving Juniper Networks and NetScreen under the terms of an Agreement and Plan of Reorganization, which we refer to as the merger agreement, that is described in this joint proxy statement/ prospectus.

Upon completion of the merger, NetScreen stockholders will be entitled to receive 1.404 shares of Juniper Networks common stock for each share of NetScreen common stock then held by them. Juniper Networks common stock is traded on the Nasdaq National Market under the trading symbol “JNPR.” On [ ], 2004, the closing sale price of Juniper Networks common stock was $[ ] as reported on the Nasdaq National Market.

Juniper Networks and NetScreen cannot complete the merger unless the Juniper Networks stockholders approve the issuance of shares of Juniper Networks common stock in connection with the merger and NetScreen stockholders adopt the merger agreement. The Juniper Networks board of directors unanimously recommends that Juniper Networks stockholders vote “FOR” the proposal to approve the issuance of shares of Juniper Networks common stock in connection with the merger. The NetScreen board of directors unanimously recommends that NetScreen stockholders vote “FOR” the proposal to adopt the merger agreement.

Each of Juniper Networks and NetScreen will hold a special meeting of stockholders to obtain these approvals. The date, times and places of the special meetings are as follows:

For Juniper Networks Stockholders:

[ ], 2004 at [ ].m., local time

The Historic Del Monte Building

100 South Murphy Street, Third Floor

Sunnyvale, California 94086

For NetScreen Stockholders:

[ ], 2004 at [ ].m., local time

805 11th Avenue, Building 3

Sunnyvale, California 94089

Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the special meeting of stockholders of Juniper Networks or NetScreen, please take the time to vote by completing and mailing the enclosed proxy card or voting instruction card and returning it in the pre-addressed envelope provided as soon as possible. Returning the proxy card does not deprive you of your right to attend the special meeting of Juniper Networks or NetScreen and to vote your shares in person.

We encourage you to read this joint proxy statement/ prospectus for important information about the merger and the special meetings. In particular, you should carefully consider the discussion in the section of this joint proxy statement/ prospectus entitled “Risk Factors” beginning on page 17.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of Juniper Networks common stock to be issued in connection with the merger or determined whether this joint proxy statement/ prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/ prospectus is dated [ ], 2004 and is first being mailed to stockholders of each of Juniper Networks and NetScreen on or about [ ], 2004.


Sincerely, Scott Kriens, President, Chief Executive Officer and Chairman of the Board		Sincerely, Robert D. Thomas President and Chief Executive Officer

Juniper Networks, Inc.

1194 North Mathilda Avenue

Sunnyvale, California 94089

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On [ ], 2004

Dear Juniper Networks stockholders:

You are cordially invited to attend the special meeting of stockholders of Juniper Networks, Inc. to be held on [ ], 2004, promptly at [ ] local time at The Historic Del Monte Building, 100 South Murphy Street, Third Floor, Sunnyvale, California 94086. At the special meeting, you will be asked to vote on and approve the following proposal:

To approve the issuance of 1.404 shares of Juniper Networks common stock for each outstanding share of NetScreen common stock and each outstanding stock option to purchase NetScreen common stock as of the effective date of the merger in connection with and pursuant to the terms of the Agreement and Plan of Reorganization, dated as of February 9, 2004, among Juniper Networks, Inc., Nerus Acquisition Corp. and NetScreen Technologies, Inc.

No other business will be considered at the special meeting.

This proposal is described more fully in the joint proxy statement/prospectus. Please give your careful attention to all of the information in the joint proxy statement/prospectus.

Only stockholders of record of Juniper Networks common stock at the close of business on [ ], 2004, the record date for the Juniper Networks special meeting, or their proxies are entitled to notice of and to vote at this special meeting or any adjournment(s) or postponement(s) that may take place. Assuming a quorum is present or represented by proxy at the Juniper Networks special meeting, approval of the share issuance requires the affirmative vote of the holders of a majority of the shares of Juniper Networks common stock having voting power present in person or represented by proxy at the Juniper Networks special meeting.

Your vote is important. Whether or not you expect to attend the Juniper Networks special meeting in person, you are urged to complete, sign, date and return the enclosed proxy card or voting instruction card as soon as possible or to vote by telephone or on the Internet using the instructions on the enclosed proxy card or broker instruction card. For specific instructions on how to vote your shares, please refer to the section entitled “The Special Meeting of Juniper Networks Stockholders” beginning on page 29 of this joint proxy statement/ prospectus. Returning the proxy card or voting by telephone or on the Internet does not deprive you of your right to attend the Juniper Networks special meeting and to vote your shares in person. If you need any assistance in the voting of your proxy card, please contact Juniper Networks Investor Relations at (888) 586-4737 (call toll-free) or (408) 745-2000 (call collect).


	By order of the Board of Directors,


	Scott Kriens
	President, Chief Executive Officer
	and Chairman of the Board

[ ], 2004

Sunnyvale, California

NetScreen Technologies, Inc.

805 11th Avenue, Building 3

Sunnyvale, California 94089

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On [ ], 2004

Dear NetScreen stockholders:

You are cordially invited to attend a special meeting of stockholders of NetScreen Technologies, Inc. to be held on [ ], 2004, promptly at [ ] local time at our headquarters at 805 11th Avenue, Building 3, Sunnyvale, California 94089. At the special meeting, you will be asked to vote on and approve the following proposals:


	1. To adopt the Agreement and Plan of Reorganization, dated as of February 9, 2004, among Juniper Networks, Inc., Nerus Acquisition Corp. and NetScreen Technologies, Inc.; and

	2. To grant discretionary authority to adjourn or postpone the NetScreen special meeting to a date not later than November 9, 2004 for the purpose of soliciting additional proxies.

No other business will be considered at the special meeting.

These proposals are described more fully in the joint proxy statement/prospectus. Please give your careful attention to all of the information in the joint proxy statement/prospectus.

Only stockholders of record of NetScreen common stock at the close of business on [ ], 2004, the record date for the NetScreen special meeting, or their proxies are entitled to notice of and to vote at this special meeting or any adjournment(s) or postponement(s) that may take place. Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the shares of NetScreen common stock outstanding on the record date for the NetScreen special meeting. The approval of the holders of a majority of the shares of NetScreen common stock represented at the NetScreen special meeting is required to approve the adjournment proposal, so long as a quorum is present.

Your vote is important. Whether or not you expect to attend the NetScreen special meeting in person, you are urged to complete, sign, date and return the enclosed proxy card or voting instruction card as soon as possible or to vote by telephone or on the Internet using the instructions on the enclosed proxy card or broker instruction card. If you do not vote, it will have the same effect as voting against the adoption of the merger agreement. For specific instructions on how to vote your shares, please refer to the section of this joint proxy statement/ prospectus entitled “The Special Meeting of NetScreen Stockholders” beginning on page 32. Returning the proxy card or voting by telephone or on the Internet does not deprive you of your right to attend the meeting and to vote your shares in person.


	By order of the Board of Directors,


	Remo E. Canessa
	Chief Financial Officer and Corporate Secretary

[ ], 2004

Sunnyvale, California

TABLE OF CONTENTS


QUESTIONS AND ANSWERS ABOUT THE MERGER AND SPECIAL MEETINGS OF STOCKHOLDERS
SUMMARY OF THE JOINT PROXY STATEMENT/PROSPECTUS
SUMMARY SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF JUNIPER NETWORKS
SUMMARY SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF NETSCREEN
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL DATA
COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
RISK FACTORS
THE SPECIAL MEETING OF JUNIPER NETWORKS STOCKHOLDERS
THE SPECIAL MEETING OF NETSCREEN STOCKHOLDERS
THE MERGER
THE MERGER AGREEMENT
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
COMPARISON OF RIGHTS OF HOLDERS OF JUNIPER NETWORKS COMMON STOCK AND NETSCREEN COMMON STOCK
ADDITIONAL PROPOSAL BEING SUBMITTED SOLELY TO A VOTE OF NETSCREEN STOCKHOLDERS
FUTURE JUNIPER NETWORKS STOCKHOLDER PROPOSALS
FUTURE NETSCREEN STOCKHOLDER PROPOSALS
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
ANNEX A
ANNEX B
ANNEX C
ANNEX D
ANNEX E
EXHIBIT INDEX
EXHIBIT 23.3
EXHIBIT 23.4
EXHIBIT 23.5
EXHIBIT 99.5

TABLE OF CONTENTS


		Page

QUESTIONS AND ANSWERS ABOUT THE MERGER AND SPECIAL MEETINGS OF STOCKHOLDERS			ii
	General Questions and Answers		ii
	Questions and Answers for Juniper Networks Stockholders		iii
	Questions and Answers for NetScreen Stockholders		v
SUMMARY OF THE JOINT PROXY STATEMENT/ PROSPECTUS			1
SUMMARY SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF JUNIPER NETWORKS			8
SUMMARY SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF NETSCREEN			10
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL DATA			12
COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA			13
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION			14
	Recent Share Prices		14
	Dividend Information		15
	Number of Stockholders		15
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION			15
RISK FACTORS			17
	Risks Related to the Merger		17
	Risks Related to the Combined Company’s Business		20
THE SPECIAL MEETING OF JUNIPER NETWORKS STOCKHOLDERS			29
	Date, Time and Place of the Special Meeting		29
	Matters for Consideration		29
	Recommendation of the Juniper Networks Board of Directors		29
	Admission to the Special Meeting		29
	Method of Voting; Record Date; Stock Entitled to Vote; Quorum		29
	Adjournment and Postponement		30
	Required Vote		30
	Voting by Juniper Networks’ Directors and Executive Officers		30
	Voting Procedures		31
	How to Revoke a Proxy		31
	Other Matters		32
	Solicitation of Proxies and Expenses		32
THE SPECIAL MEETING OF NETSCREEN STOCKHOLDERS			32
	Date, Time and Place of the Special Meeting		32
	Matters for Consideration		32
	Recommendation of the NetScreen Board of Directors		33
	Admission to the Special Meeting		33
	Record Date; Shares Held by NetScreen’s Directors and Executive Officers		33
	Voting by NetScreen’s Directors and Officers		33
	Quorum and Vote Required		34
	Voting of Proxies		34
	Abstentions		34
	Broker Non-Votes		34


		Page

	Voting Shares in Person that are Held in Street Name		34
	Voting Procedures		35
	How to Revoke a Proxy		35
	Contact for Questions and Assistance in Voting		35
	Solicitation of Proxies and Expenses		35
THE MERGER			36
	Background of the Merger		36
	Juniper Networks’ Reasons for the Merger; Additional Considerations of the Juniper Networks Board of Directors		39
	Recommendation of the Juniper Networks Board of Directors		41
	Opinion of Juniper Networks Financial Advisor		42
	NetScreen’s Reasons for the Merger; Additional Considerations of the NetScreen Board of Directors		48
	Recommendation of the NetScreen Board of Directors		50
	Opinion of NetScreen Financial Advisor		50
	Interests of Certain Persons in the Merger		55
	Interests of NetScreen Executive Officers and Directors in the Merger		55
	Interests of Juniper Networks Executive Officers and Directors in the Merger		58
	United States Federal Income Tax Consequences of the Merger		58
	Accounting Treatment of the Merger		60
	Directors and Executive Officers of Juniper Networks Following the Merger		60
	Regulatory Filings and Approvals Required to Complete the Merger		60
	Juniper Networks Will List Shares of Juniper Networks Common Stock Issued to NetScreen Stockholders on the Nasdaq National Market		61
	Delisting and Deregistration of NetScreen Common Stock After the Merger		61
	Restrictions on Sales of Shares of Juniper Networks Common Stock Received in the Merger		61
	Voting Agreements		61
	No Appraisal Rights		63
THE MERGER AGREEMENT			63
	Structure of the Merger		63
	Completion and Effectiveness of the Merger		63
	Conversion of NetScreen Common Stock and Assumption of NetScreen Stock Options in the Merger		63
	Fractional Shares		64
	Exchange of NetScreen Stock Certificates for Juniper Networks Stock Certificates		64
	Distribution with Respect to Unexchanged Shares		64
	Transfers of Ownership and Lost Stock Certificates		65
	Representations and Warranties		65
	Conduct of NetScreen’s Business Before Completion of the Merger		66
	Conduct of Juniper Networks Business Before Completion of the Merger		68
	NetScreen is Prohibited from Soliciting Other Offers		68
	Juniper Networks is Prohibited from Soliciting Takeover Proposals		70
	Agreement Regarding Recommendations to Stockholders and Stockholder Meetings		71
	Treatment of NetScreen Stock Options		72
	Treatment of Rights under the NetScreen Employee Stock Purchase Plan		72
	Treatment of NetScreen 401(k) Plan		72
	Compensation and Benefits for NetScreen Employees		73


		Page

	Indemnification of NetScreen Directors and Officers		73
	Board of Directors of Juniper Networks Following the Merger		73
	Regulatory Filings; Antitrust Matters; Reasonable Efforts to Obtain Regulatory Approvals		73
	Limitation on Reasonable Efforts to Obtain Regulatory Approvals		74
	Conditions to Completion of the Merger		74
	Definition of Material Adverse Effect		75
	Termination of the Merger Agreement		76
	Payment of Termination Fee		77
	Extension, Waiver and Amendment of the Merger Agreement		78
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS			79
COMPARISON OF RIGHTS OF HOLDERS OF JUNIPER NETWORKS COMMON STOCK AND NETSCREEN COMMON STOCK			88
	Authorized Capital Stock		88
	Size of the Board of Directors		88
	Cumulative Voting		89
	Removal of Directors		89
	Filling Vacancies on the Board of Directors		89
	Ability to Call Special Meetings of the Board of Directors		89
	Ability to Call Special Meetings of Stockholders		90
	Limitation on Business Transacted at Special Meetings of Stockholders		90
	Stockholder Nominations and Proposals at Stockholder Meetings		90
	Delivery and Notice Requirements for Stockholder Nominations and Proposals		90
	Stockholder Action by Written Consent in Lieu of a Stockholder Meeting		92
	Amendment to Certificate of Incorporation		92
	Amendment to Bylaws		92
	Limitation of Personal Liability of Directors		93
	Provisions in Juniper Networks’ and NetScreen’s Certificates of Incorporation and Bylaws Regarding Indemnification of Directors, Officers and Employees		93
	Indemnification of Directors and Officers Under Delaware Law		94
ADDITIONAL PROPOSAL BEING SUBMITTED SOLELY TO A VOTE OF NETSCREEN STOCKHOLDERS			95
	Granting of Authority to Adjourn or Postpone the NetScreen Special Meeting		95
	Vote Required; Recommendation of the Board of Directors		96
FUTURE JUNIPER NETWORKS STOCKHOLDER PROPOSALS			96
FUTURE NETSCREEN STOCKHOLDER PROPOSALS			96
LEGAL MATTERS			97
EXPERTS			97
WHERE YOU CAN FIND MORE INFORMATION			97
Annex A Agreement and Plan of Reorganization			A-1
Annex B Form of Juniper Networks Voting Agreement			B-1
Annex C Form of NetScreen Voting Agreement			C-1
Annex D Opinion of Goldman, Sachs & Co.			D-1
Annex E Opinion of J.P. Morgan Securities Inc.			E-1

This joint proxy statement/ prospectus incorporates important business and financial information about Juniper Networks, Inc., or Juniper Networks, and NetScreen Technologies, Inc., or NetScreen, from documents that each company has filed with the Securities and Exchange Commission but that have not been included in or delivered with this joint proxy statement/ prospectus. For a listing of documents incorporated by reference into this joint proxy statement/ prospectus, please see the section entitled “Where You Can Find More Information” beginning on page 97 of this joint proxy statement/ prospectus.

Juniper Networks will provide you with copies of this information relating to Juniper Networks, without charge, upon oral or written request to:

Juniper Networks, Inc.

1194 North Mathilda Avenue

Sunnyvale, California 94089

Attention: Investor Relations

Telephone Number: (408) 745-2000

In addition, you may obtain copies of this information by making a request through the Juniper Networks investor relations website, http://www.juniper.net/ company/ contactus/ #investors, or by sending an e-mail to investor-relations@juniper.net. Information contained in this website does not constitute part of this joint proxy/ statement prospectus.

In order for you to receive timely delivery of the documents in advance of the Juniper Networks special meeting, Juniper Networks should receive your request no later than [ ], 2004.

NetScreen will provide you with copies of this information relating to NetScreen, without charge, upon oral or written request to:

NetScreen Technologies, Inc.

805 11th Avenue, Building 3

Sunnyvale, California 94089

Attention: Investor Relations

Telephone Number: (408) 543-2100

In addition, you may obtain copies of this information by making a request through NetScreen’s investor relations website, http://www.netscreen.com/ company/ investor relations, or by sending an e-mail to ir@netscreen.com. Information contained in this website does not constitute part of this joint proxy/ statement prospectus.

In order for you to receive timely delivery of the documents in advance of the NetScreen special meeting, NetScreen should receive your request no later than [ ], 2004.

QUESTIONS AND ANSWERS ABOUT THE MERGER

AND SPECIAL MEETINGS OF STOCKHOLDERS

General Questions and Answers

The following questions and answers are intended to address briefly some commonly asked questions regarding the proposed merger and the Juniper Networks and NetScreen special meetings.

Q: Why am I receiving this joint proxy statement/prospectus?

A: Juniper Networks and NetScreen have agreed to combine their businesses under the terms of a merger agreement that is described in this joint proxy statement/ prospectus. A copy of the merger agreement is attached to this joint proxy statement/ prospectus as Annex A. For specific information regarding the merger agreement, please refer to the section entitled “The Merger Agreement” beginning on page 63 of this joint proxy statement/ prospectus.

In order to complete the merger, Juniper Networks stockholders must approve the issuance of shares of Juniper Networks common stock in connection with the merger and NetScreen stockholders must adopt the merger agreement. Each of Juniper Networks and NetScreen will hold a special meeting of its respective stockholders to obtain these approvals. This joint proxy statement/ prospectus contains important information about the merger and the special meeting of each of Juniper Networks and NetScreen, and you should read it carefully. For both Juniper Networks and NetScreen stockholders, the enclosed voting materials allow you to vote your shares of Juniper Networks common stock or NetScreen common stock without attending the Juniper Networks or NetScreen special meeting.

Your vote is important. We encourage you to vote as soon as possible. For more specific information on how to vote, please see the questions and answers for each of Juniper Networks and NetScreen stockholders below.

Q: What is the merger?

A: The merger is a proposed business combination between Juniper Networks and NetScreen where a wholly owned subsidiary of Juniper Networks will merge with and into NetScreen, with NetScreen surviving the merger and becoming a wholly owned subsidiary of Juniper Networks immediately following the merger.

Q: Why are Juniper Networks and NetScreen proposing the merger? (see pages 39 and 48)

A: Each of Juniper Networks and NetScreen believes that the proposed merger will enable the combined company to provide customers with a broader portfolio of best-in-class networking and security solutions. For a detailed description of Juniper Networks’ reasons for the merger, please refer to the section entitled “The Merger — Juniper Networks’ Reasons for the Merger” beginning on page 39 of this joint proxy statement/ prospectus, and for a detailed description of NetScreen’s reasons for the merger, please refer to the section entitled “The Merger — NetScreen’s Reasons for the Merger” beginning on page 48 of this joint proxy statement/ prospectus.

Q: What percentage of Juniper Networks will former NetScreen stockholders own after the merger?

A: Based on Juniper Networks’ and NetScreen’s capitalizations at February 9, 2004, the date the merger agreement was signed, following the merger, the former stockholders of NetScreen will own approximately 24.5% of the outstanding capital stock of Juniper Networks, computed on a fully-diluted basis, taking into account all outstanding Juniper Networks and NetScreen shares, options and warrants.

Q: Are there any stockholders already committed to voting in favor of the merger? (see page 61)

A: Yes. Directors and executive officers of Juniper Networks who collectively beneficially owned approximately 9.7% of the shares of Juniper Networks common stock outstanding on February 9, 2004, have agreed to vote their shares of Juniper Networks common stock subject to the Juniper Networks voting agreements in favor of the issuance of shares of Juniper Networks common stock in connection with the merger. Directors and certain officers of NetScreen, who collectively beneficially owned approximately 13.9%

of the shares of NetScreen common stock outstanding on January 30, 2004, have agreed to vote the shares of NetScreen common stock subject to the NetScreen voting agreements in favor of adoption of the merger agreement.

Q: When do Juniper Networks and NetScreen expect to complete the merger?

A: Juniper Networks and NetScreen are working toward completing the merger as quickly as possible and currently plan to complete the merger in the second calendar quarter of 2004. However, the exact timing of the completion of the merger cannot be predicted because the merger is subject to stockholder approvals, governmental and regulatory review processes and other conditions.

Q: What risks should I consider in deciding whether to vote in favor of the share issuance or the adoption of the merger agreement? (see page 17)

A: You should carefully review the section of this joint proxy statement/ prospectus entitled “Risk Factors” beginning on page 17 which sets forth certain risks and uncertainties related to the merger, as well as risks and uncertainties to which the combined company’s business will be subject. Additionally, each of Juniper Networks and NetScreen are, as independent companies, subject to certain risks and uncertainties described, in the case of Juniper Networks, in its Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and, in the case of NetScreen, in its Quarterly Report on Form 10-Q for the quarter ended December 31, 2003, each of which is incorporated herein by reference.

Q: What should I do now?

A: Please review this joint proxy statement/ prospectus carefully and sign, date and return each proxy card and voting instruction card you receive as soon as possible.

Q: How can I find out whether the stockholders of Juniper Networks and NetScreen approved the merger proposals?

A: Juniper Networks and NetScreen each intend to issue a press release announcing the voting results for the proposals to be submitted at their respective special stockholder meetings promptly after each meeting is held.

Questions and Answers for Juniper Networks Stockholders

Q: When and where is the Juniper Networks special meeting? (see page 29)

A: The special meeting of Juniper Networks stockholders will begin promptly at [ ], local time, on [ ], 2004, at The Historic Del Monte Building, 100 South Murphy Street, Third Floor, Sunnyvale, California 94086. Check-in will begin at [ ]. Please allow ample time for the check-in procedures.

Q: How can I attend the Juniper Networks special meeting? (see page 29)

A: You are entitled to attend the special meeting only if you were a Juniper Networks stockholder as of the close of business on [ ], 2004, the record date for the Juniper Networks special meeting, or you hold a valid proxy for the special meeting. You should be prepared to present valid government-issued photo identification for admittance. In addition, if you are a record holder, your name will be verified against the list of record holders on the record date prior to being admitted to the meeting. If you are not a record holder but hold shares through a broker or nominee (i.e., in street name), you should provide proof of beneficial ownership on the record date, such as your most recent account statement prior to [ ], 2004, or other similar evidence of ownership. If you do not provide valid government-issued photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the special meeting.

Q: How does the Juniper Networks board of directors recommend that I vote? (see page 41)

A: After careful consideration, Juniper Networks’ board of directors unanimously recommends that Juniper Networks stockholders vote “FOR” the issuance of shares of Juniper Networks common stock in connection with the merger. For a description of the reasons underlying the recommendation of Juniper

iii

Networks’ board of directors, see the section entitled “The Merger — Juniper Networks’ Reasons for the Merger” beginning on page 39 of this joint proxy statement/ prospectus.

Q: What is the vote of Juniper Networks stockholders required to approve the issuance of shares of Juniper Networks common stock in connection with the merger? (see page 30)

A: So long as a majority of the shares of Juniper Networks common stock entitled to vote on the proposal vote their shares at the Juniper Networks special meeting either in person or by proxy, or, in other words, so long as a quorum is present in person or by proxy, the issuance of shares of Juniper Networks common stock in connection with the merger requires an affirmative vote of a majority of the votes cast at the Juniper Networks special meeting.

Q: As a Juniper Networks stockholder, how can I vote? (see page 31)

A: You may direct your vote without attending the Juniper Networks special meeting. If you are a stockholder of record, you may vote by granting a proxy. If you hold shares of Juniper Networks common stock in street name, you may vote by (i) completing, signing, dating and returning the voting instruction card in the pre-addressed envelope provided, (ii) using the telephone or (iii) using the Internet. For specific instructions on how to vote by telephone or through the Internet, please refer to the instructions on your proxy or voting instruction card.

If you are a stockholder of record, in addition to the voting methods described above, you may also vote in person at the Juniper Networks special meeting. If you hold shares of Juniper Networks common stock in street name, you may not vote in person at the Juniper Networks special meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares. For a more detailed explanation of the voting procedures, please see the section entitled “The Special Meeting of Juniper Networks Stockholders — Voting Procedures” beginning on page 31 of this joint proxy statement/prospectus.

Q: May I change my vote after I have mailed my signed proxy or voting instruction card or voted using the telephone or Internet?

A: Yes. If you have completed a proxy, you may change your vote at any time before your proxy is voted at the Juniper Networks special meeting of stockholders. You can do this one of three ways:


	•	First, you can send a written, dated notice to the Secretary of Juniper Networks at Juniper Networks’ principal executive offices stating that you would like to revoke your proxy;

	•	Second, you can complete, date and submit a new later-dated proxy card; or

	•	Third, you can attend the special meeting and vote in person. Your attendance alone will not revoke your proxy.

If you have instructed a broker or bank to vote your shares of Juniper Networks common stock by executing a voting instruction card or by using the telephone or Internet, you must follow the directions received from your broker or bank to change your instructions.

Q: What happens if I do not indicate how to vote on my proxy card?

A: If you sign and send in your proxy card and do not indicate how you want to vote, your proxy will be counted as a vote “FOR” the issuance of shares of Juniper Networks common stock in connection with the merger.

Q: As a Juniper Networks stockholder, what happens if I do not vote?

A: Failure to vote or give voting instructions to your broker or nominee for the Juniper Networks special meeting could make it more difficult to meet the requirement that a majority of all shares of Juniper Networks common stock entitled to vote, or a quorum, be present at the special meeting in person or by proxy. Therefore, whether or not you plan on attending the special meeting, you are urged to vote.

Q: As a Juniper Networks stockholder, who can help answer my questions?


	A:	If you have any questions about the merger or how to vote or revoke your proxy, you should contact:


	Investor Relations Juniper Networks, Inc. 1194 North Mathilda Avenue Sunnyvale, CA 94089 Phone: (888) 586-4737 or (408) 745-2000 Email: investor-relations@juniper.net

If you need additional copies of this joint proxy statement/prospectus or voting materials, you should contact Investor Relations at Juniper Networks as described above by letter, phone or e-mail.

Questions and Answers for NetScreen Stockholders

Q: When and where is the NetScreen special meeting? (see page 32)

A: The special meeting of NetScreen stockholders will begin promptly at [ ], local time, at 805 11th Avenue, Building 3, Sunnyvale, California 94089 on [ ], 2004.

Q: How can I attend the NetScreen special meeting? (see page 33)

A: You are entitled to attend the special meeting only if you were a NetScreen stockholder as of the close of business on [ ], 2004, the record date for the NetScreen special meeting, or you hold a valid proxy for the special meeting. You should be prepared to present valid government-issued photo identification for admittance. In addition, if you are a record holder, your name will be verified against the list of record holders on the record date prior to being admitted to the meeting. If you are not a record holder but hold shares through a broker or nominee (i.e., in street name), you should provide proof of beneficial ownership on the record date, such as your most recent account statement prior to [ ], 2004, or other similar evidence of ownership. If you do not provide valid government-issued photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the special meeting.

Q: As a NetScreen stockholder, what will I receive upon completion of the merger? (see page 63)

A: If the merger is completed, you will be entitled to receive 1.404 shares of Juniper Networks common stock for each share of NetScreen common stock you own at the effective time of the merger. Instead of a fractional share of Juniper Networks common stock, you will be entitled to receive an amount of cash equal to the value of the fractional share remaining after aggregating all of your NetScreen shares held in a single account, based on the average closing price of Juniper Networks common stock, as reported on the Nasdaq National Market for the five trading days ending on and including the last full trading day prior to the closing date of the merger.

Q: As a NetScreen stockholder, will I be able to trade the Juniper Networks common stock that I receive in connection with the merger? (see page 61)

A: The shares of Juniper Networks common stock issued in connection with the merger will be freely tradeable, unless you are an affiliate of NetScreen, and will be listed on the Nasdaq National Market under the symbol “JNPR.” Generally, persons who are deemed to be affiliates of NetScreen must comply with Rule 145 under the Securities Act of 1933 if they wish to sell or otherwise transfer any of the shares of Juniper Networks common stock received in connection with the merger.

Q: What will happen to options to acquire NetScreen common stock? (see page 72)

A: All options to purchase shares of NetScreen common stock outstanding at the effective time of the merger will be assumed by Juniper Networks and will become exercisable for shares of Juniper Networks common stock. The number of shares of Juniper Networks common stock issuable upon the exercise of these options will be the number of shares of NetScreen common stock subject to the assumed option multiplied by 1.404, rounded down to the nearest whole number. The exercise price per share of each assumed NetScreen

option will be equal to the exercise price of the assumed NetScreen option divided by 1.404, rounded up to the nearest whole cent. Other than with respect to the number of shares subject to the option and the exercise price, both of which will be adjusted as described above, the assumed options will continue to have the same terms and conditions as they had prior to their assumption.

Q: How will the merger affect my participation in the NetScreen 2001 Employee Stock Purchase Plan? (see page 72)

A: NetScreen will terminate its 2001 Employee Stock Purchase Plan one business day prior to the effective time of the merger. Any offering periods then in effect will be shortened with the purchase date of such shortened offering period being the business day prior to the effective date of the merger. Each share of NetScreen common stock purchased under the 2001 Employee Stock Purchase Plan on such purchase date will, by virtue of the merger, be automatically converted into the right to receive 1.404 shares of Juniper Networks common stock for each share of NetScreen common stock purchased in the shortened offering period. Following the merger, NetScreen employees who continue their employment with NetScreen as a wholly owned subsidiary of Juniper Networks will become eligible to participate in the Juniper Networks, Inc. 1999 Employee Stock Purchase Plan (pursuant to the terms of the plan). Juniper Networks has agreed to use its reasonable efforts to provide NetScreen employees who continue their employment with NetScreen as a wholly owned subsidiary of Juniper Networks the opportunity to enroll in a special offering period under its 1999 Employee Stock Purchase Plan as soon as is administratively practicable following the effective time of the merger, unless the next regularly scheduled offering period under its 1999 Employee Stock Purchase Plan commences within six weeks following the effective time of the merger.

Q: How does the NetScreen board of directors recommend that I vote? (see page 50)

A: After careful consideration, the NetScreen board of directors determined that the merger with Juniper Networks is advisable, fair to and in the best interests of NetScreen and its stockholders and unanimously approved the merger agreement and the merger. Accordingly, the NetScreen board of directors unanimously recommends that NetScreen stockholders vote “FOR” the proposal to adopt the merger agreement. For a description of the reasons underlying the recommendation of the NetScreen board of directors with respect to the merger, please refer to the section of this joint proxy statement/prospectus entitled “The Merger — NetScreen’s Reasons for the Merger” beginning on page 48 of this joint proxy statement/prospectus. The NetScreen board of directors also unanimously recommends that NetScreen stockholders vote “FOR” the proposal to grant discretionary authority to adjourn or postpone the NetScreen special meeting.

Q: What is the vote of NetScreen stockholders required to adopt the merger agreement? (see page 34)

A: Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the shares of NetScreen common stock outstanding on [ ], 2004, the record date for the NetScreen special meeting.

Q: What vote of NetScreen stockholders is required to approve the proposal to grant discretionary authority to adjourn or postpone the NetScreen special meeting? (see page 96)

A: So long as a majority of all shares of NetScreen common stock entitled to vote on the proposal vote their shares at the NetScreen special meeting either in person or by proxy, the affirmative vote of a majority of the votes cast and entitled to vote at the NetScreen special meeting is required to approve this proposal.

Q: As a NetScreen stockholder, how can I vote? (see page 35)

A: You may direct your vote without attending the NetScreen special meeting. If you are a stockholder of record, you may vote by granting a proxy. If you hold shares of NetScreen in street name, you may vote by (i) completing, signing, dating and returning the proxy card in the pre-addressed envelope provided, (ii) using the telephone or (iii) using the Internet. For specific instructions on how to vote by telephone or through the Internet, please refer to the instructions on your proxy or voting instruction card.

If you hold your shares of NetScreen common stock in a stock brokerage account or if your shares are held in street name, you must provide the record holder of your shares with instructions on how to vote your shares. Please check the voting instruction card used by your broker or nominee to see if you may vote using the telephone or the Internet. If you are a stockholder of record, you may also vote at the NetScreen special meeting. If you hold shares in street name, you may not vote in person at the NetScreen special meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares.

Q: May I change my vote after I have mailed my signed proxy or voting instruction card or voted using the telephone or Internet? (see page 35)

A: Yes. If you have completed a proxy, you may change your vote at any time before your proxy is voted at the NetScreen special meeting of stockholders. You can do this one of three ways:


	•	First, you can send a written, dated notice to the Corporate Secretary of NetScreen stating that you would like to revoke your proxy;

	•	Second, you can complete, date and submit a new later-dated proxy card; or

	•	Third, you can attend the special meeting and vote in person. Your attendance alone will not revoke your proxy.

If you have instructed a broker or bank to vote your shares of NetScreen common stock by executing a voting instruction card or by using the telephone or Internet, you must follow the directions received from your broker or bank to change your instructions.

Q: What happens if I do not indicate how to vote on my proxy card? (see page 35)

A: If you sign and send in your proxy card and do not indicate how you want to vote, your proxy will be counted as a vote “FOR” adoption of the merger agreement and “FOR” the grant of authority to adjourn or postpone the NetScreen special meeting.

Q: As a NetScreen stockholder, what happens if I do not vote?

A: Failure to vote or give voting instructions to your broker or nominee for the NetScreen special meeting will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement. Therefore, you are urged to vote. Assuming that a quorum is present at the NetScreen special meeting, failure to vote or give voting instructions to your broker or nominee will have no effect on the adjournment proposal.

Q: As a NetScreen stockholder, should I send in my stock certificates at this time? (see page 64)

A: No, do not send in your stock certificates at this time. Promptly following completion of the merger, the exchange agent for the merger will send you written instructions for exchanging your NetScreen stock certificates for certificates representing Juniper Networks common stock.

Q: As a NetScreen stockholder, who can help answer my questions?


	A:	If you have any questions about the merger or how to vote or revoke your proxy, you should contact:


	Investor Relations NetScreen Technologies, Inc. 805 11th Ave., Building 3 Sunnyvale, CA 94089 Phone: (408) 543-2100 Email: ir@netscreen.com

If you need additional copies of this joint proxy statement/prospectus or voting materials, you should contact NetScreen Investor Relations as described above by letter, phone or email.

vii

SUMMARY OF THE JOINT PROXY STATEMENT/PROSPECTUS

The following is a summary of the information contained in this joint proxy statement/prospectus. This summary may not contain all of the information about the merger that is important to you. For a more complete description of the merger, we encourage you to read carefully this entire joint proxy statement/prospectus, including the attached annexes. In addition, we encourage you to read the information incorporated by reference into this joint proxy statement/prospectus, which includes important business and financial information about Juniper Networks and NetScreen. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 97 of this joint proxy statement/prospectus.

Parties to the Merger

(JUNIPER NETWORKS LOGO)

Juniper Networks, Inc.

1194 North Mathilda Avenue

Sunnyvale, California 94089

Juniper Networks designs and sells products and services that together provide its customers with Internet Protocol (IP) network infrastructure solutions. Juniper Networks’ solutions are incorporated into the global web of interconnected public and private networks across which a variety of media, including voice, video and data, travel to and from end users around the world. Juniper Networks’ network infrastructure solutions enable service providers and other network-intensive businesses to support and deliver services and applications on a highly efficient and low cost integrated network. As a result, its customers, which include service providers, network-intensive businesses, government organizations, mobile operators, cable operators and research and education organizations, are able to convert networks that provide commoditized, best efforts services into more valuable assets that provide differentiation and value and increased reliability and security to end users, both corporate and residential.

Nerus Acquisition Corp., a direct, wholly owned subsidiary of Juniper Networks, was formed February 6, 2004 solely for the purpose of effecting the merger and has not engaged in any other business activities.

(NETSCREEN LOGO)

NetScreen Technologies, Inc.

805 11th Avenue, Building 3

Sunnyvale, California 94089

NetScreen develops, markets and sells a broad family of integrated network security solutions for enterprises, carriers and government entities. NetScreen’s security solutions provide key technologies such as firewall, virtual private networking, denial of service protection, antivirus and intrusion detection and prevention in a line of easy-to-manage security systems and appliances. NetScreen’s products are based on industry standard communication protocols and can be combined with NetScreen’s management software so that they can be easily integrated into networks and easily managed, and able to interoperate with other security devices and applications.

The Merger and the Merger Agreement

General. Juniper Networks and NetScreen have agreed to combine their businesses under the terms of a merger agreement between the companies that is described in this joint proxy statement/prospectus. A copy of the merger agreement is attached to this joint proxy statement/ prospectus as Annex A. Under the terms of the merger agreement, a wholly owned subsidiary of Juniper Networks will merge with and into NetScreen and NetScreen will survive the merger as a wholly owned subsidiary of Juniper Networks.

Merger Consideration. Upon completion of the merger, holders of NetScreen common stock will be entitled to receive 1.404 shares of Juniper Networks common stock for each share of NetScreen common stock they then hold.

Assumption and Conversion of NetScreen Stock Options. If the merger is consummated, Juniper Networks will assume each option to purchase NetScreen common stock that is outstanding immediately before the merger becomes effective, and each such NetScreen option will, by virtue of the merger, be converted into an option to acquire shares of Juniper Networks common stock. The number of shares of Juniper Networks common stock subject to the assumed NetScreen options and the exercise price of the assumed NetScreen options, will each be adjusted to reflect the merger exchange ratio. All other terms of the assumed options will otherwise remain unchanged.

Ownership of the Combined Company After the Merger. If the merger is consummated, based on the stock capitalizations of Juniper Networks and NetScreen on the date the merger agreement was signed, the existing Juniper Networks stockholders are expected to own approximately 75.5%, and the NetScreen stockholders approximately 24.5%, of the outstanding shares of Juniper Networks common stock, computed on a fully-diluted basis, taking into account all outstanding Juniper Networks and NetScreen shares, options and warrants.

Recommendation of the Juniper Networks Board of Directors (see page 41)

After careful consideration, the Juniper Networks board of directors determined that the merger is advisable, is fair to and in the best interests of Juniper Networks and its stockholders, and unanimously approved the merger agreement and the share issuance. The Juniper Networks board of directors unanimously recommends that the Juniper Networks stockholders vote “FOR” the proposal to approve the issuance of shares of Juniper Networks common stock in connection with the merger.

Recommendation of the NetScreen Board of Directors (see page 50)

After careful consideration, the NetScreen board of directors determined that the merger agreement and the merger are advisable, fair to and in the best interests of NetScreen stockholders and unanimously approved the merger agreement and the merger. The NetScreen board of directors unanimously recommends that the NetScreen stockholders vote “FOR” the proposal to adopt the merger agreement, and “FOR” the proposal to grant discretionary authority to adjourn or postpone the NetScreen special meeting to a date not later than November 9, 2004.

Risk Factors (see page 17)

The “Risk Factors” beginning on page 17 of this joint proxy statement/prospectus should be considered carefully by Juniper Networks stockholders in evaluating whether to approve the issuance of shares of Juniper Networks common stock in connection with the merger and by NetScreen stockholders in evaluating whether to adopt the merger agreement. These risk factors should be considered along with the additional risk factors contained in the periodic reports of Juniper Networks and NetScreen filed with the Securities and Exchange Commission and the other information included in this joint proxy statement/prospectus.

Special Meeting of Juniper Networks Stockholders (see page 29)

You can vote at the Juniper Networks special meeting if you owned Juniper Networks common stock at the close of business on [ ], 2004, the record date for the Juniper Networks special meeting. On that

date, there were [ ] shares of Juniper Networks common stock outstanding and entitled to vote. You can cast one vote for each share of Juniper Networks common stock that you owned on that date. Approval of the proposal to issue shares of Juniper Networks common stock pursuant to the merger agreement requires the affirmative vote of a majority of the total votes cast at the Juniper Networks special meeting, provided that a quorum is present. As of the record date for the Juniper Networks special meeting, Juniper Networks’ executive officers and directors beneficially owned, in the aggregate, approximately [ ]% of Juniper Networks’ outstanding common stock.

Special Meeting of NetScreen Stockholders (see page 32)

You can vote at the NetScreen special meeting if you owned NetScreen common stock at the close of business on [ ], 2004, the record date for the NetScreen special meeting. On that date, there were [ ] shares of NetScreen common stock outstanding and entitled to vote. Approval of the proposal to adopt the merger agreement requires the affirmative vote of a majority of the shares of NetScreen common stock outstanding as of the record date for the NetScreen special meeting. Approval of the adjournment proposal requires the affirmative vote of a majority of the total votes cast at the NetScreen special meeting, provided that a quorum is present. As of the record date for the NetScreen special meeting, NetScreen’s executive officers and directors beneficially owned, in the aggregate, approximately [ ]% of NetScreen’s outstanding common stock.

Voting Agreements (see page 61 and Annexes B and C)

Certain Juniper Networks stockholders, who are also directors or executive officers of Juniper Networks have entered into voting agreements with NetScreen agreeing to vote all the shares of Juniper Networks common stock they own in favor of the issuance of shares of Juniper Networks common stock pursuant to the merger agreement and against any competing proposal or proposals in opposition of such issuance of Juniper Networks common stock. These stockholders beneficially own, in the aggregate, approximately [ ]% of the outstanding shares of Juniper Networks common stock as of the record date of the Juniper Networks special meeting. For a more detailed description of the Juniper Networks voting agreements, please refer to the section of this joint proxy statement/prospectus entitled “The Merger — Voting Agreements — Juniper Networks Voting Agreements” beginning on page 61 and Annex B.

Certain NetScreen stockholders, who are also directors or officers of NetScreen, have entered into voting agreements with Juniper Networks. The voting agreements require these stockholders to vote all of the shares of NetScreen common stock they own in favor of adopting the merger agreement and against competing proposals or proposals related to certain other actions. These stockholders beneficially own, in the aggregate, approximately [ ]% of the outstanding NetScreen common stock as of the record date for the NetScreen special meeting. For a more detailed description of the NetScreen voting agreements, please refer to the section of this joint proxy statement/prospectus entitled “The Merger — Voting Agreements — NetScreen Voting Agreements” beginning on page 62 and Annex C.

Opinion of Juniper Networks Financial Advisor (see page 42 and Annex D)

Goldman, Sachs & Co. delivered its opinion to Juniper Networks’ board of directors that, as of February 8, 2004 and based upon and subject to the factors and assumptions set forth therein, the exchange ratio pursuant to the merger agreement is fair from a financial point of view to Juniper Networks.

The full text of the written opinion of Goldman Sachs, dated February 8, 2004, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex D. Juniper Networks stockholders should read the opinion in its entirety and should carefully consider the discussion of Goldman Sachs’ analysis in the section entitled “The Merger — Opinion of Juniper Networks Financial Advisor” beginning on page 42 of this joint proxy statement/ prospectus. Goldman Sachs provided its opinion for the information and assistance of Juniper Networks’ board of directors in connection with its consideration of the transaction. The Goldman Sachs

opinion is not a recommendation as to how any holder of Juniper Networks common stock should vote with respect to the transaction.

Opinion of NetScreen Financial Advisor (see page 50 and Annex E)

J.P. Morgan Securities Inc., or JPMorgan, delivered its written opinion, dated February 8, 2004, to NetScreen’s board of directors that, as of such date and based upon and subject to the considerations, assumptions and limitations set forth in such opinion and based upon such other matters as JPMorgan considered relevant, the consideration to be received by the holders of NetScreen common stock, taken in the aggregate, pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of JPMorgan, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex E. Holders of NetScreen common stock should read the opinion in its entirety. In addition, stockholders of NetScreen should carefully consider the discussion of JPMorgan’s analysis in the section entitled “The Merger — Opinion of NetScreen Financial Advisor” beginning on page 50 of this joint proxy statement/prospectus. JPMorgan provided its opinion for the information and assistance of NetScreen’s board of directors in connection with its consideration of the transaction contemplated by the merger agreement. The JPMorgan opinion is not a recommendation as to how any holder of NetScreen common stock should vote with respect to such transaction.

All NetScreen Executive Officers and Directors Have Interests in the Merger (see page 55)

When NetScreen stockholders consider the recommendation of the NetScreen board of directors that they vote in favor of adoption of the merger agreement, NetScreen stockholders should be aware that all of the NetScreen directors and executive officers have interests in the merger that may be different from, or in addition to, their interests as stockholders of NetScreen. These interests include:


	•	accelerated vesting of stock options and restricted stock upon the occurrence of certain events;

	•	insurance coverage and indemnification agreements; and

	•	appointment of one NetScreen designee to the Juniper Networks board of directors.

For a description of these interests, please see the section entitled “The Merger — Interests of Certain Persons in the Merger — Interests of NetScreen Executive Officers and Directors in the Merger” beginning on page 55 of this joint proxy statement/ prospectus.

Some Executive Officers and Directors of Juniper Networks Have Interests in the Merger (see page 58).

The compensation committee of the Juniper Networks board of directors has approved an incentive bonus plan for executive officers that pays a percentage of the executive officer’s base salary measured against the performance of Juniper Networks relative to certain goals. Included in those goals is Juniper Networks’ entry into new businesses by means of acquisitions, which, in the context of the incentive bonus plan, is referred to as the new business acquisition component. As a result, these executive officers and directors have interests in the merger that may have made them more likely to vote for the share issuance than Juniper stockholders generally. For a description of these interests, please see the section entitled “The Merger — Interests of Certain Persons in the Merger — Interests of Juniper Networks Executive Officers and Directors in the Merger” beginning on page 58 of this joint proxy statement/ prospectus.

Conditions to Completion of the Merger (see page 74)

Several conditions must be satisfied or waived before Juniper Networks and NetScreen may complete the merger, including those summarized below:


	•	approval by Juniper Networks stockholders and NetScreen stockholders;


	•	clearance under applicable antitrust laws of the United States and other jurisdictions and approval by other regulatory authorities;

	•	receipt of opinions of the parties’ tax counsel to the effect that the merger will be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986;

	•	no governmental entity shall have enacted or issued any law, regulation or order that is in effect and has the effect of making the merger illegal or otherwise prohibiting the completion of the merger;

	•	appointment to the Juniper Networks board of directors of one person designated by NetScreen who is reasonably acceptable to Juniper Networks;

	•	the representations and warranties of each party in the merger agreement must be true and correct, subject to exceptions;

	•	the parties must have complied in all material respects with all of its agreements and covenants required by the merger agreement to be performed before closing the merger; and

	•	no material adverse effect with respect to either party shall have occurred since February 9, 2004 and be continuing.

NetScreen is Prohibited from Soliciting Other Offers (see page 68)

The merger agreement contains detailed provisions that prohibit NetScreen and its officers, directors, controlled affiliates and employees and any investment banker, attorney or other advisor or representative retained by any of them, from taking any action to solicit or participate in discussions or negotiations with any person or group with respect to an acquisition proposal, as defined in the merger agreement, including an acquisition which would result in the person or group acquiring more than a 15% interest in NetScreen’s total outstanding stock or a sale of more than 15% of NetScreen’s assets or any liquidation, dissolution, recapitalization or significant reorganization of NetScreen. The merger agreement does not, however, prohibit NetScreen or its board of directors from considering an unsolicited bona fide written acquisition proposal from a third party if the NetScreen board of directors in good faith, after consultation with its outside financial and legal advisors, concludes that the acquisition proposal is, or would reasonably be expected to result in a superior proposal, as defined in the merger agreement, if specified conditions are met, as more fully described under the section entitled “The Merger Agreement — NetScreen is Prohibited from Soliciting Other Offers” beginning on page 68 of this joint proxy statement/prospectus.

Juniper Networks is Prohibited from Soliciting Takeover Offers (see page 70)

The merger agreement contains provisions that prohibit Juniper Networks and its officers, directors, controlled affiliates and employees and any investment banker, attorney or other advisor or representative retained by any of them, from taking any action to solicit or engage in discussions or negotiations with any person or group with respect to a takeover proposal, as defined in the merger agreement, including an acquisition or merger which would result in the person or group acquiring more than a 50% interest in Juniper Networks’ outstanding stock or the sale of assets representing more than 50% of the aggregate value of Juniper Networks’ business immediately prior to such sale. Juniper Networks is not prohibited from negotiating or completing a transaction of this nature if Juniper Networks receives an unsolicited bona fide written offer for such a takeover of Juniper Networks.

Juniper Networks and NetScreen May Terminate the Merger Agreement Under Specified Circumstances (see page 76)

Juniper Networks and NetScreen may terminate the merger agreement by mutual consent with the approval of their respective boards of directors. In addition, either Juniper Networks or NetScreen may terminate the merger agreement if:


	•	the merger is not completed by August 9, 2004, or, under certain specific conditions, more fully described under the section entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 76 of this joint proxy statement/prospectus, on November 9, 2004, except that neither company may terminate the merger agreement if the terminating company’s action or failure to act has been the principal cause of or resulted in the failure of the merger to close by August 9, 2004 or November 9, 2004, as the case may be, and the action or failure to act constitutes a material breach of the merger agreement;

	•	a governmental authority of competent jurisdiction issues a final, nonappealable order, decree or ruling or takes any other action having the effect of permanently restraining, enjoining or prohibiting the merger; or

	•	the Juniper Networks stockholders do not approve the issuance of shares of Juniper Networks common stock in connection with the merger, or the NetScreen stockholders do not approve adoption of the merger agreement, except that this termination right may not be used by Juniper Networks or NetScreen if that company’s action or failure to act caused the failure to obtain the requisite stockholder vote or votes and the action or failure to act constitutes a material breach of the merger agreement.

Juniper Networks and NetScreen may terminate the merger agreement under other specific conditions described in the section entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 76 of this joint proxy statement/prospectus.

Payment of a Termination Fee under Specified Circumstances (see page 77)

NetScreen has agreed to pay Juniper Networks a cash termination fee of $150 million if: (i) Juniper Networks terminates the merger agreement due to certain triggering events; or (ii) the merger agreement is terminated (A) because the merger is not completed by August 1, 2004 (or November 9, 2004 under certain circumstances) or (B) as a result of failure to obtain NetScreen stockholder approval and, in the case of subclause (A) or (B), a proposal to acquire NetScreen by a third party is announced prior to the termination of the merger agreement and, within 12 months after such termination, NetScreen enters into a letter of intent or agreement regarding or completes an acquisition with a third party.

The Merger is Intended to Qualify as a Reorganization for United States Federal Income Tax Purposes (see page 58)

The merger has been structured to qualify as a reorganization for United States federal income tax purposes under the Internal Revenue Code, and Juniper Networks and NetScreen expect to receive, prior to closing the merger, opinions of their respective counsel regarding such qualification. As a result of the merger’s qualification as a reorganization, NetScreen stockholders generally will not recognize gain or loss for United States federal income tax purposes as a result of receiving Juniper Networks common stock in exchange for their NetScreen common stock pursuant to the merger, except with respect to cash received instead of fractional shares of Juniper Networks common stock. You should carefully read the discussion summarizing the material United States federal income tax consequences of the merger to NetScreen stockholders in the section entitled “The Merger — United States Federal Income Tax Consequences of the Merger” beginning on page 58 of this joint proxy statement/prospectus. Further, you are encouraged to consult your tax advisor because tax matters can be complicated, and the tax consequences of the merger to you will depend upon your own situation.

Accounting Treatment of the Merger (see page 60)

Juniper Networks will account for the merger as a business combination in accordance with Statement of Financial Accounting Standard (SFAS) No. 141 “Business Combinations.”

Juniper Networks and NetScreen Have Not Yet Obtained All Required Regulatory Approvals to Complete the Merger (see page 60)

The merger is subject to United States and foreign antitrust laws. Juniper Networks and NetScreen have made filings under applicable antitrust laws with the United States Department of Justice and the United States Federal Trade Commission, and have made or will make filings under applicable antitrust laws with various foreign governmental agencies. Juniper Networks and NetScreen are not permitted to complete the merger until the applicable waiting periods associated with those filings, including any extension of those waiting periods, have expired or been terminated and applicable clearances have been obtained. In addition, the reviewing agencies or governments, states or private persons, may challenge the merger at any time before or after its completion. Juniper Networks and NetScreen have not yet obtained any of the governmental or regulatory approvals required to complete the merger.

Juniper Networks Will List Shares of Juniper Networks Common Stock Issued to NetScreen Stockholders on the Nasdaq National Market (see page 61)

Juniper Networks will use commercially reasonable efforts to cause the shares of Juniper Networks common stock issued to NetScreen stockholders in connection with the merger to be authorized for listing on the Nasdaq National Market before the completion of the merger, subject to official notice of issuance. The listing of the shares on the Nasdaq National Market is a condition to each company’s obligation to close the merger.

NetScreen will Delist and Deregister its Shares of Common Stock (see page 61)

If the merger is completed, NetScreen common stock will be delisted from the Nasdaq National Market and deregistered under the Exchange Act, and NetScreen will no longer file periodic reports with the Securities and Exchange Commission.

Restrictions on the Ability to Sell Juniper Networks Common Stock (see page 61)

All shares of Juniper Networks common stock to be received by NetScreen stockholders in connection with the merger will be freely transferable unless the holder is an affiliate of either NetScreen or Juniper Networks under the Securities Act.

Appraisal Rights (see page 63)

Neither Juniper Networks stockholders nor NetScreen stockholders are entitled to rights of appraisal for their shares under the General Corporation Law of the State of Delaware in connection with the merger.

SUMMARY SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

OF JUNIPER NETWORKS

The table below presents a summary of selected historical consolidated financial data with respect to Juniper Networks as of the dates and for the periods indicated. The historical consolidated statements of operations data presented below for the fiscal years ended December 31, 2003, 2002 and 2001 and the historical consolidated balance sheets data as of December 31, 2003 and 2002 have been derived from Juniper Networks’ historical consolidated financial statements, which are incorporated by reference into this joint proxy statement/prospectus. The historical consolidated statements of operations data presented below for the fiscal years ended December 31, 2000 and 1999 and the historical consolidated balance sheets data as of December 31, 2001, 2000 and 1999 have been derived from Juniper Networks’ historical consolidated financial statements, which are not incorporated by reference into this joint proxy statement/prospectus.

It is important for you to read the following summary selected historical consolidated financial data together with the consolidated financial statements and accompanying notes contained in Juniper Networks’ Annual Report on Form 10-K, for its fiscal year ended December 31, 2003 as filed with the Securities and Exchange Commission on February 20, 2004, as well as the sections of Juniper Networks’ Annual Report on Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” all of which are incorporated by reference into this joint proxy statement/prospectus.

JUNIPER NETWORKS, INC.

SUMMARY SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA



		Fiscal Year Ended December 31,

		2003⁽¹⁾		2002⁽²⁾			2001⁽³⁾			2000		1999


		(in thousands, except per share amounts)
Consolidated Statements of Operations Data:
Net revenues		$	701,393	$	546,547		$	887,022		$	673,501	$	102,606
Gross margin		$	444,044	$	316,439		$	514,251		$	435,947	$	57,334
Operating income (loss)		$	57,011	$	(127,037	)	$	40,863		$	194,089	$	(14,620	)
Net income (loss)		$	39,199	$	(119,650	)	$	(13,417	)	$	147,916	$	(9,034	)
Net income (loss) per share
	Basic	$	0.10	$	(0.34	)	$	(0.04	)	$	0.49	$	(0.05	)
	Diluted	$	0.10	$	(0.34	)	$	(0.04	)	$	0.43	$	(0.05	)
Shares used in computing net income (loss) per share:
	Basic		382,180		350,695			319,378			304,381		189,322
	Diluted		403,072		350,695			319,378			347,858		189,322


(1)	Includes the following pre-tax items: restructuring charges of $14.0 million and gains on the sale of investments of $8.7 million.

(2)	Includes the following pre-tax items: restructuring and other charges of $20.2 million, in-process research and development charges of $83.5 million, integration charges of $2.5 million, gains on the retirement of convertible subordinated notes of $62.9 million and an investment write-down charge of $50.5 million.

(3)	Includes the following pre-tax items: restructuring charges of $12.3 million, in-process research and development charges of $4.2 million, goodwill amortization of $46.6 million and an investment write-down charge of $53.6 million.



	As of December 31,

	2003		2002		2001		2000		1999


	(in thousands)
Consolidated Balance Sheets Data:
Cash, cash equivalents and short-term investments	$	581,512	$	578,471	$	989,642	$	1,144,743	$	345,958
Working capital	$	399,996	$	438,905	$	883,829	$	1,132,139	$	322,170
Total assets	$	2,411,097	$	2,614,669	$	2,389,588	$	2,103,129	$	513,378
Total long-term liabilities	$	557,841	$	942,114	$	1,150,000	$	1,156,719	$	—
Total stockholders’ equity	$	1,562,443	$	1,430,531	$	997,369	$	730,002	$	457,715

SUMMARY SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

OF NETSCREEN

The tables below present summary selected historical consolidated financial data of NetScreen. You should read the information set forth below in conjunction with the consolidated financial statements (including the notes thereto) and management’s discussion and analysis of the financial condition and results of operations in NetScreen’s Annual Report on Form 10-K for the fiscal year ended September 30, 2003 and Quarterly Report on Form 10-Q for the quarter ended December 31, 2003, which are incorporated by reference into this joint proxy statement/prospectus. Please refer to the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 97.

The selected historical consolidated statements of operations data for the fiscal years ended September 30, 2003, 2002 and 2001 and the selected historical consolidated balance sheets data as of September 30, 2003 and 2002 are derived from the audited consolidated financial statements of NetScreen contained in NetScreen’s consolidated financial statements, and the related notes thereto, that are incorporated by reference in this joint proxy statement/prospectus. The selected historical consolidated statement of operations data for the three months ended December 31, 2003 and 2002 and the selected historical consolidated balance sheet data as of December 31, 2003 are derived from the unaudited consolidated financial statements of NetScreen contained in NetScreen’s consolidated financial statements, and the related notes thereto, that are incorporated by reference in this joint proxy statement/prospectus. The selected historical consolidated statement of operations data for the fiscal years ended September 30, 2000 and 1999 and the selected historical consolidated balance sheet data as of September 30, 2001, 2000 and 1999 are derived from audited financial statements that are not included in, or incorporated by reference into this joint proxy statement/prospectus.

This historical financial data may not be indicative of NetScreen’s future performance.



															Three Months Ended
	Fiscal Year Ended September 30,														December 31,

	2003		2002			2001			2000			1999			2003		2002


	(in thousands, except per share amounts)
Consolidated Statements of Operation Data:
Total revenues	$	245,342	$	138,482		$	85,563		$	26,584		$	5,871		$	81,017	$	51,070
Gross margin	$	189,222	$	101,881		$	59,767		$	18,209		$	4,183		$	61,990	$	39,370
Income (loss) from operations	$	37,194	$	(11,674	)	$	(32,223	)	$	(33,478	)	$	(19,810	)	$	10,901	$	5,235
Net income (loss)	$	51,520	$	(12,371	)	$	(31,305	)	$	(33,201	)	$	(19,730	)	$	6,374	$	3,212
Net income (loss) applicable to common stockholders	$	51,520	$	(41,114	)	$	(34,228	)	$	(33,720	)	$	(19,730	)	$	6,374	$	3,212
Basic net income (loss) per share applicable to common stockholders	$	0.65	$	(0.68	)	$	(2.05	)	$	(2.82	)	$	(2.99	)	$	0.07	$	0.04
Shares used in computing basic net income (loss) per share applicable to common stockholders		79,110		60,564			16,696			11,954			6,598			86,539		77,003
Diluted net income (loss) per share applicable to common stockholders	$	0.61	$	(0.68	)	$	(2.05	)	$	(2.82	)	$	(2.99	)	$	0.07	$	0.04
Shares used in computing diluted net income (loss) per share applicable to common stockholders		84,694		60,564			16,696			11,954			6,598			90,730		82,893



	As of September 30,													As of December 31,

	2003		2002		2001			2000			1999			2003


	(in thousands)
Consolidated Balance Sheets Data:
Cash, cash equivalents and short-term investments	$	340,652	$	249,864	$	17,655		$	31,869		$	5,947		$	379,219
Working capital	$	322,237	$	223,296	$	8,330		$	23,964		$	4,177		$	341,198
Total assets	$	491,723	$	346,684	$	50,201		$	48,115		$	10,390		$	734,418
Total long-term obligations, less current portion	$	2,042	$	4,090	$	2,663		$	673		$	580		$	3,754
Redeemable convertible preferred stock	$	—	$	—	$	56,542		$	53,629		$	16,497		$	—
Total stockholders’ equity (net capital deficiency)	$	396,929	$	288,889	$	(42,611	)	$	(27,683	)	$	(11,693	)	$	618,643

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED

CONSOLIDATED FINANCIAL DATA

The following selected unaudited pro forma condensed combined consolidated financial data was prepared using the purchase method of accounting. Due to different fiscal period ends for Juniper Networks and NetScreen, the unaudited pro forma condensed combined consolidated statement of operations data combines the historical consolidated statement of operations data of Juniper Networks for the year ended December 31, 2003, with NetScreen’s historical consolidated statement of operations data for the year ended September 30, 2003, giving effect to the merger as if it had occurred on January 1, 2003. The unaudited pro forma condensed combined consolidated balance sheet data combines Juniper Networks’ historical consolidated balance sheet data as of December 31, 2003 with NetScreen’s historical consolidated balance sheet data as of September 30, 2003, giving effect to the merger as if it had occurred as of December 31, 2003.

The selected unaudited pro forma condensed combined consolidated financial data is based on estimates and assumptions which are preliminary. This data is presented for informational purposes only and is not intended to represent or be indicative of the consolidated results of operations or financial condition of Juniper Networks that would have been reported had the merger been completed as of the dates presented, and should not be taken as representative of future consolidated results of operations or financial condition of Juniper Networks.

This selected unaudited pro forma condensed combined consolidated financial data should be read in conjunction with the summary selected historical consolidated financial data and the unaudited pro forma condensed combined consolidated financial statements and accompanying notes contained elsewhere in this joint proxy statement/ prospectus and the separate historical consolidated financial statements and accompanying notes of Juniper Networks and NetScreen incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 97 of this joint proxy statement/ prospectus.

JUNIPER NETWORKS AND NETSCREEN

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED

CONSOLIDATED FINANCIAL DATA(1)

(In thousands, except per share amounts)


			Year Ended
			December 31, 2003

Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations Data:
	Net revenues		$	946,735
	Operating loss		$	(90,121	)
	Net loss		$	(99,838	)
	Net loss per share:
		Basic and diluted	$	(0.20	)
	Shares used computing net loss per share:
		Basic and diluted		493,250


		As of
		December 31, 2003

Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet Data:
	Cash, cash equivalents and short-term investments	$	862,186
	Working capital	$	665,663
	Total assets	$	6,379,709
	Long-term liabilities	$	557,841
	Total stockholders’ equity	$	5,468,066


(1)	See the section entitled “Unaudited Pro Forma Condensed Combined Consolidated Financial Statements” beginning on page 79 of this joint proxy statement/prospectus.

COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA

The following table presents comparative historical per share data regarding the net income (loss), book value and cash dividends of each of Juniper Networks and NetScreen and unaudited combined pro forma per share data after giving effect to the merger as a purchase of NetScreen by Juniper Networks assuming the merger had been completed on January 1, 2003. The following data assumes 1.404 shares of Juniper Networks common stock will be issued in exchange for each share of NetScreen common stock in connection with the merger and the assumption of options based upon the same exchange ratio. This data has been derived from and should be read in conjunction with the summary selected historical consolidated financial data and unaudited pro forma condensed combined consolidated financial statements contained elsewhere in this joint proxy statement/prospectus, and the separate historical consolidated financial statements of Juniper Networks and NetScreen and the accompanying notes incorporated by reference into this joint proxy statement/prospectus. The unaudited pro forma per share data is presented for informational purposes only and is not intended to represent or be indicative of the consolidated results of operations or financial condition of Juniper Networks that would have been reported had the merger been completed as of the date presented, and should not be taken as representative of future consolidated results of operations or financial condition of Juniper Networks.



		As of or For the 12 Months Ended December 31, 2003


		Historical				Pro Forma

						Juniper Networks			NetScreen
		Juniper Networks		NetScreen(1)		and NetScreen(2)			Equivalent(3)

Net income (loss) per share:
	Basic	$	0.10	$	0.65	$	(0.20	)	$	(0.28	)
	Diluted	$	0.10	$	0.61	$	(0.20	)	$	(0.28	)
Book value per share at period end(4)		$	4.00	$	4.84	$	10.82		$	15.19
Cash dividends declared per share		$	—	$	—	$	—		$	—


(1)	NetScreen historical per share data is as of or for the 12 months ended September 30, 2003.

(2)	Because of different fiscal period ends, financial information for Juniper Networks as of or for the year ended December 31, 2003 has been combined with financial information relating to NetScreen as of or for the 12 months ended September 30, 2003.

(3)	The NetScreen equivalent pro forma combined per share amounts are calculated by multiplying Juniper Networks combined pro forma share amounts by the exchange ratio in the merger of 1.404 shares of Juniper Networks common stock for each share of NetScreen common stock.

(4)	Historical book value per share is computed by dividing stockholders’ equity by the number of shares of Juniper Networks or NetScreen common stock outstanding at December 31, 2003 and September 30, 2003, respectively. Pro forma book value per share is computed by dividing pro forma stockholders’ equity by the pro forma number of shares of Juniper Networks common stock outstanding at December 31, 2003.

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Recent Share Prices

Juniper Networks common stock has been quoted on the Nasdaq National Market under the symbol “JNPR” since its initial public offering on June 24, 1999. NetScreen common stock has been quoted on the Nasdaq National Market under the symbol “NSCN” since its initial public offering on December 12, 2001. The table below sets forth the high and low sales prices of Juniper Networks common stock and NetScreen common stock for the periods indicated. The prices indicated below have been appropriately adjusted to give retroactive effect to all stock splits that have occurred through the date of this joint proxy statement/prospectus.



	Juniper Networks				NetScreen
	Common Stock				Common Stock

	High		Low		High		Low

Year Ending December 31, 2004:
First Quarter (through February 23, 2004)	$	30.39	$	19.68	$	37.56	$	25.36
Year Ending December 31, 2003:
Fourth Quarter	$	19.01	$	15.17	$	27.34	$	22.00
Third Quarter	$	18.00	$	12.63	$	27.29	$	19.95
Second Quarter	$	14.45	$	8.16	$	24.50	$	16.81
First Quarter	$	9.69	$	7.36	$	20.80	$	15.32
Year Ending December 31, 2002:
Fourth Quarter	$	9.85	$	4.43	$	18.00	$	9.94
Third Quarter	$	9.21	$	4.58	$	14.00	$	8.29
Second Quarter	$	13.23	$	5.13	$	16.46	$	7.76
First Quarter	$	21.99	$	9.32	$	27.95	$	12.90

The above table shows only historical comparisons and may not provide meaningful information to NetScreen stockholders in determining whether to adopt the merger agreement or Juniper Networks stockholders in determining whether to approve the issuance of shares of Juniper Networks common stock in connection with the merger. Juniper Networks and NetScreen stockholders are urged to obtain current market quotations for Juniper Networks and NetScreen common stock and to carefully review the other information contained in this joint proxy statement/prospectus and incorporated by reference into this joint proxy statement/prospectus. Please refer to the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 97 of this joint proxy statement/prospectus.

The following table provides the closing prices per share of Juniper Networks common stock and NetScreen common stock, each as reported on the Nasdaq National Market on February 6, 2004, the last full trading day preceding public announcement that Juniper Networks and NetScreen had entered into the merger agreement, and [ ], 2004, the last full trading day for which closing prices were available at the time of the printing of this joint proxy statement/prospectus.


	Juniper		NetScreen
	Networks		Common
	Common Stock		Stock

February 6, 2004	$	29.47	$	26.40
[ ], 2004	$		$

NetScreen stockholders are advised to obtain current market price information for Juniper Networks common stock and NetScreen common stock.

Dividend Information

Neither Juniper Networks nor NetScreen has ever paid any cash dividends on their shares of capital stock. Under the merger agreement, each of Juniper Networks and NetScreen has agreed not to pay dividends pending the completion of the merger, without the written consent of the other. If the merger is not consummated, the NetScreen board of directors presently intends that it would continue its policy of retaining all earnings to finance the expansion of its business. The Juniper Networks board of directors presently intends to retain all earnings for use in its business and has no present intention to pay cash dividends before or after the merger.

Number of Stockholders

As of [ ], 2004, there were approximately [ ] stockholders of record of Juniper Networks common stock. As of [ ], 2004, there were approximately [ ] stockholders of record of NetScreen common stock.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions, that, if they ever materialize or prove incorrect, could cause the results of Juniper Networks or NetScreen to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and words and terms of similar substance used in connection with any discussion of future operating or financial performance and the merger of Juniper Networks’ and NetScreen’s businesses identify these forward-looking statements. You should note that the discussion of Juniper Networks’ and NetScreen’s respective board of directors’ reasons for the merger and the descriptions of their respective financial advisors’ opinions contain many forward-looking statements that describe beliefs, assumptions and estimates as of the indicated dates and those forward-looking expectations may have changed as of the date of this document.

In this joint proxy statement/prospectus, these forward-looking statements include, among others, statements regarding: the completion and timing of the consummation of the merger; the anticipated benefits of the merger, including the expectation of greater revenue opportunities, expanded distribution channels, operating efficiencies and cost savings; the intention that the merger qualify as a reorganization for United States federal income tax purposes; future financial results of Juniper Networks, NetScreen and the combined company; the effect that the public announcement of the merger may have on each company’s sales and operating results and on their ability to retain key management and personnel; the ability of the merger to increase stockholder value; the integration of the two companies, including the combined company’s ability to successfully utilize the skills and resources of its management team; the ability to match the respective corporate cultures of the two companies; the anticipated benefits of the merger to customers; the expectation that the complementary nature of Juniper Networks’ and NetScreen’s technologies will yield an integrated networks security solution; the combined company’s future technologies and growth trends relating to such technologies; growth and growth opportunities; the combined company’s competitive and market position; opportunities for marketing the products of the combined company; and the combined company’s response to technological changes, increased competition and shifting market demand.

These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from such forward-looking statements. For a detailed discussion of these risks and uncertainties, see the section entitled “Risk Factors” beginning on page 17 of this joint proxy statement/ prospectus. You should consider carefully the statements set forth in “Risk Factors” and other sections of this joint proxy statement/prospectus, and in other documents that are incorporated by reference into this joint proxy statement/prospectus.

You are cautioned not to place undue reliance on forward-looking statements, which either speak only as of the date of this joint proxy statement/prospectus, or if applicable, speak only as of the earlier date indicated in this joint proxy statement/prospectus. Juniper Networks and NetScreen are not under any obligation and do not intend to update these forward-looking statements.

RISK FACTORS

Juniper Networks and NetScreen will operate as a combined company in a market environment that is difficult to predict and that involves significant risks, many of which will be beyond the combined company’s control. In addition to the other information contained in, or incorporated by reference into, this joint proxy statement/prospectus, you should carefully consider the risks described below before deciding how to vote your shares. Additional risks and uncertainties not presently known to Juniper Networks and NetScreen or that are not currently believed to be important to you, if they materialize, also may adversely affect the merger and Juniper Networks and NetScreen as a combined company.

In addition, Juniper Networks’ and NetScreen’s respective businesses are subject to numerous risks and uncertainties, including the risks and uncertainties described, in the case of Juniper Networks, in its Annual Report on Form 10-K for the fiscal year ended December 31, 2003, and, in the case of NetScreen, in its Quarterly Report on Form 10-Q for the quarter ended December 31, 2003, each of which is incorporated by reference into this joint proxy statement/prospectus. These risks and uncertainties will continue to apply to Juniper Networks and NetScreen as independent companies if the merger is not consummated.

Risks Related to the Merger

Although Juniper Networks and NetScreen expect that the merger will result in benefits to the combined company, the combined company may not realize those benefits because of integration and other challenges.

The failure of the combined company to meet the challenges involved in integrating the operations of Juniper Networks and NetScreen successfully or otherwise to realize any of the anticipated benefits of the merger could seriously harm the results of operations of the combined company. Realizing the benefits of the merger will depend in part on the successful integration of technology, operations and personnel. The integration of the companies is a complex, time-consuming and expensive process that, without proper planning and implementation, could significantly disrupt the business of the combined company. The challenges involved in this integration include the following:


	•	combining diverse product and service offerings;

	•	coordinating research and development activities to enhance introduction of new products and services;

	•	preserving customer, distribution, reseller, manufacturing, supplier and other important relationships of both Juniper Networks and NetScreen and resolving potential conflicts that may arise;

	•	minimizing the diversion of management attention from ongoing business concerns;

	•	addressing differences in the business cultures of Juniper Networks and NetScreen, maintaining employee morale and retaining key employees; and

	•	coordinating and combining overseas operations, relationships and facilities, which may be subject to additional constraints imposed by geographic distance, local laws and regulations.

The combined company may not successfully integrate the operations of Juniper Networks and NetScreen in a timely manner, or at all, and the combined company may not realize the anticipated benefits of the merger to the extent, or in the timeframe, anticipated. The anticipated benefits of the merger are based on projections and assumptions, including successful integration, not actual experience. In addition to the integration risks discussed above, the combined company’s ability to realize these benefits could be adversely affected by practical or legal constraints on its ability to combine operations.

The exchange ratio which determines the number of shares of Juniper Networks common stock that NetScreen stockholders will receive for each share of NetScreen common stock in the merger is fixed at 1.404 and such shares of Juniper Networks common stock may not maintain their current value or the value they had when the merger agreement was signed.

At the closing of the merger, each share of NetScreen common stock will be exchanged for 1.404 shares of Juniper Networks common stock. There will be no adjustment in the number of shares of Juniper Networks common stock issued to NetScreen stockholders (or reserved for issuance pursuant to assumed NetScreen stock options) because of changes in the market price of either Juniper Networks common stock or NetScreen common stock. Accordingly, the then current dollar value of Juniper Networks common stock that NetScreen stockholders will receive upon the merger’s completion will depend entirely upon the market value of Juniper Networks common stock at the time the merger is completed. This value may substantially decrease from the date you submit your proxy. Moreover, completion of the merger may occur some time after NetScreen stockholder approval has been obtained, so that the then current dollar value of Juniper Networks common stock that NetScreen stockholders will receive upon the merger’s completion may substantially decrease from the date of the special meeting of NetScreen stockholders. In addition, NetScreen cannot terminate the merger agreement or refuse to complete the merger solely because of changes in the market price of Juniper Networks common stock or NetScreen common stock. The share prices of Juniper Networks common stock and NetScreen common stock are subject to the general price fluctuations in the market for publicly-traded equity securities, and the prices of both companies’ common stock have experienced volatility in the past. Juniper Networks and NetScreen urge you to obtain recent market quotations for Juniper Networks common stock and NetScreen common stock. Neither Juniper Networks nor NetScreen can predict or give any assurances as to the respective market prices of its common stock at any time before or after the completion of the merger.

Juniper Networks and NetScreen each expect to incur significant costs associated with the merger.

Juniper Networks estimates that it will incur direct transaction costs of approximately $16 million associated with the merger, which will be included as part of the total purchase price for financial accounting purposes. In addition, NetScreen estimates that it will incur direct transaction costs of approximately $10 million, which will be recognized as expenses as incurred. Juniper Networks and NetScreen believe the combined entity may incur charges to operations, which cannot be reasonably estimated at this time, in the quarter in which the merger is completed or the following quarters, to reflect costs associated with integrating the two companies. There can be no assurance that the combined company will not incur additional material charges in subsequent quarters to reflect additional costs associated with the merger and the integration of the two companies.

The stock prices and businesses of Juniper Networks and NetScreen may be adversely affected if the merger is not completed.

Completion of the merger is subject to several closing conditions, including obtaining requisite regulatory and stockholder approvals, and Juniper Networks and NetScreen may be unable to obtain such approvals on a timely basis or at all. We believe that NetScreen common stock currently trades based upon the market price of Juniper Networks common stock, discounted due to the uncertainties regarding the ability of the companies to complete the merger. Accordingly, if the merger is not completed, the price of NetScreen common stock may decline. In addition, either company’s operations may be harmed to the extent that customers, distributors, resellers and others believe that such company cannot effectively compete in the marketplace without the merger, or there is uncertainty surrounding the future direction of the product and service offerings and strategy of Juniper Networks or NetScreen on a standalone basis. If the merger is not completed, Juniper Networks and NetScreen would not derive the strategic benefits expected to result from the merger, which could adversely affect their respective businesses. Juniper Networks and NetScreen will also be required to pay significant costs incurred in connection with the merger, including legal, accounting and a portion of the financial advisory fees, whether or not the merger is completed. In addition, under specified circumstances described in the section entitled “The Merger Agreement — Payment of Termination Fee”

beginning on page 77 of this proxy statement/prospectus, NetScreen may be required to pay Juniper Networks a termination fee of $150 million in connection with the termination of the merger agreement.

Uncertainty regarding the merger may cause customers, distributors, resellers and others to delay or defer decisions concerning Juniper Networks and NetScreen which may harm either company’s results of operations.

Because the merger is subject to several closing conditions, there may be uncertainty regarding the completion of the merger. This uncertainty may cause customers, distributors, resellers and others to delay or defer decisions concerning Juniper Networks or NetScreen, which could negatively affect their businesses and results of operations. Prospective customers could also be reluctant to purchase the combined company’s products due to uncertainty about the direction of the combined company’s products and willingness to support and service existing products. In addition, customers, distributors, resellers and others may also seek to change existing agreements with Juniper Networks or NetScreen as a result of the merger. These and other actions by customers, distributors, resellers and others could negatively affect Juniper Networks’ and NetScreen’s businesses and results of operations.

Charges to earnings and the write-down of deferred revenue resulting from the application of the purchase method of accounting may adversely affect the market value of Juniper Networks common stock following the merger.

In accordance with United States generally accepted accounting principles, the combined company will account for the merger using the purchase method of accounting, which will require a write-down of NetScreen’s deferred revenue and other purchase accounting adjustments, some of which will result in charges to earnings that could have a material adverse effect on the market value of the common stock of the combined company following completion of the merger. Under the purchase method of accounting, the combined company will allocate the total estimated purchase price to NetScreen’s net tangible assets and amortizable intangible assets based on their fair values as of the date of completion of the merger, and record the excess of the purchase price over those fair values as goodwill. The combined company will incur amortization expense over the useful lives of amortizable intangible assets acquired in connection with the merger. In addition, to the extent the value of goodwill becomes impaired, the combined company may be required to incur material charges relating to the impairment of that asset. These amortization and potential impairment charges and the write-down of deferred revenue could have a material impact on the combined company’s results of operations.

Juniper Networks and NetScreen must continue to retain and motivate executives and key employees and recruit new employees, which may be difficult in light of uncertainty regarding the merger, and failure to do so could seriously harm the combined company.

In order to be successful, during the period before the merger is completed, each of Juniper Networks and NetScreen must continue to retain and motivate executives and other key employees and recruit new employees. Experienced personnel in the networking and network security industries are in high demand and competition for their talents is intense. Employees of Juniper Networks or NetScreen may experience uncertainty about their future role with the combined company until or after strategies with regard to the combined company are announced or executed. These potential distractions of the merger may adversely affect each company’s ability to attract, motivate and retain executives and key employees and keep them focused on the strategies and goals of the combined company. Any failure by Juniper Networks or NetScreen to retain and motivate executives and key employees during the period prior to the completion of this merger could seriously harm their respective businesses, as well as the business of the combined company.

The market price of the shares of Juniper Networks common stock may be affected by factors different from those affecting the shares of NetScreen common stock.

Upon completion of the merger, holders of NetScreen common stock will become holders of Juniper Networks common stock. An investment in Juniper Networks common stock has different risks than an investment in NetScreen common stock. Former holders of NetScreen common stock will be subject to

additional risks upon exchange of their shares of NetScreen common stock for Juniper Networks common stock in the merger, some of which are described below in the section entitled “— Risks Related to the Combined Company’s Business”. For a discussion of the businesses of Juniper Networks and NetScreen, see the documents incorporated by reference into this document and referred to in the section entitled “Where You Can Find More Information” beginning on page 97 of this joint proxy statement/prospectus.

NetScreen’s obligation to pay a termination fee under certain circumstances and the restrictions on its ability to solicit other acquisition proposals may discourage other companies from trying to acquire NetScreen.

Until the merger is completed or the merger agreement is terminated, with limited exceptions, the merger agreement prohibits NetScreen from entering into or soliciting any acquisition proposal or offer for a merger or other business combination with a party other than Juniper Networks. NetScreen has agreed to pay Juniper Networks a termination fee of $150 million under specified circumstances. These provisions could discourage other companies from trying to acquire NetScreen even though they might be willing to offer greater value to NetScreen stockholders than Juniper Networks has offered in the merger.

Risks Related to the Combined Company’s Business

The combined company will face intense competition that could reduce its market share and adversely affect its ability to generate revenues.

Competition is intense in the markets that will be addressed by the combined company. Juniper Networks’ market has historically been dominated by Cisco Systems, Inc., with other companies such as Nortel Networks Corporation and Alcatel S.A. providing products to a smaller segment of the market. In addition, a number of other small public or private companies have announced plans for new products to address the same challenges that its products address.

Current and potential competitors in NetScreen’s market include the following, all of which sell worldwide or have a presence in most of the major geographical markets for NetScreen’s products:


	•	firewall and virtual private networking, or VPN, software vendors, such as Check Point Software Technologies Ltd. and Symantec Corporation;

	•	network equipment manufacturers, such as Cisco Systems, Inc., Lucent Technologies Inc., Nokia Corporation and Nortel Networks Corporation;

	•	security appliance suppliers, such as SonicWALL, Inc., WatchGuard Technologies, Inc. and Symantec Corporation;

	•	secure sockets layer VPN vendors, such as Cisco Systems, Inc., F5 Networks, Inc. and Symantec Corporation;

	•	intrusion detection system vendors, such as Internet Security Systems, Inc., Cisco Systems, Inc., Network Associates, Inc. and Enterasys Networks, Inc.;

	•	low-cost network hardware suppliers with products that include network security functionality; and

	•	emerging security companies that may position their systems as replacements for the combined company’s products.

If the combined company is unable to compete successfully against existing and future competitors on the basis of product offerings or price, the combined company could experience a loss in market share and/or be required to reduce prices, which could result in reduced gross margins, and which could materially and adversely affect its business, operating results and financial condition.

The fluctuating economic conditions, combined with the financial condition of some of the combined company’s customers, will make it difficult to predict revenues for a particular period and a shortfall in revenues may harm its operating results.

The recent economic downturn, combined with each of Juniper Networks’ and NetScreen’s own relatively limited operating history in the context of such a downturn and their lack of operating history as a combined company, may make it difficult for the combined company to accurately forecast revenue.

Each of Juniper Networks and NetScreen has experienced and expects, in the foreseeable future, the combined company to continue to experience limited visibility into its customers’ spending plans and capital budgets. This limited visibility complicates the revenue forecasting process. Additionally, many customers funded their network infrastructure purchases through a variety of debt and similar instruments and many of these same customers are carrying a significant debt burden and are experiencing reduced cash flow with which to carry the cost of the debt and the corresponding interest charges, which reduces their ability to both justify and make future purchases. The telecommunications industry has experienced consolidation and rationalization of its participants and this trend may continue. There have been adverse changes in the public and private equity and debt markets for telecommunications industry participants, which have affected their ability to obtain financing or to fund capital expenditures. In some cases the significant debt burden carried by these customers has reduced their ability to pay for the purchases made to date. This has contributed, and will likely continue to contribute, to the uncertainty of the amounts and timing of capital expenditures, further limiting visibility and complicating the forecasting process. Certain of these customers have filed for bankruptcy as a result of their debt burdens. Although these customers generally expect that they will emerge from the bankruptcy proceedings in the future, a bankruptcy proceeding can be a slow and cumbersome process further limiting the visibility and complicating the revenue forecasting process as to these customers. Even if they should emerge from such proceedings, the extent and timing of any future purchases of equipment is uncertain. This uncertainty will further complicate the revenue forecasting process.

In addition, the combined company’s operating expenses will be largely based on anticipated revenue trends and a high percentage of its expenses are, and will continue to be, fixed in the short-term. If the combined company does not achieve its expected revenues, its operating results will be below its expectations and those of investors and market analysts, which could cause the price of its common stock to decline.

The combined company will rely on distribution partners to sell its products, and disruptions to these channels could adversely affect its ability to generate revenues from the sale of its products.

The combined company’s future success will be highly dependent upon establishing and maintaining successful relationships with a variety of distribution partners. Juniper Networks has entered into agreements with several value added resellers, some of which also sell products that compete with its products. Additionally, NetScreen derived 89.4% of its total revenues from value-added resellers and distributors in the three months ended December 31, 2003. In the fiscal year ended September 30, 2003, NetScreen derived 92.1% of its total revenues from value-added resellers and distributors. The combined company expects its revenues to depend, in part, on the performance of these third-party distributors and resellers. The loss of or reduction in sales to these value-added resellers or distributors could materially reduce the revenues of the combined company. If the combined company fails to maintain relationships with these distribution partners, and/or fails to develop new relationships with reseller and distributors in new markets, or if these partners are not successful in their sales efforts, sales of the combined company’s products may decrease and its operating results would suffer.

A limited number of the combined company’s customers will comprise a significant portion of its revenues and any decrease in revenue from these customers could have an adverse effect on the combined company.

Even though its customer base has increased substantially and is expected to increase further as a result of the merger, a large portion of the combined company’s net revenues will likely continue to depend on sales to a limited number of customers. During 2003, LM Ericsson Telefon AB and Siemens A.G. each accounted for greater than 10% of Juniper Networks’ net revenues. Ericsson was the only customer that accounted for

greater than 10% of Juniper Networks’ net revenues during 2002. Any downturn in the business of these customers or potential new customers could significantly decrease sales to such customers that could adversely affect the combined company’s net revenues and results of operations.

Future acquisitions or investments that the combined company may make could disrupt its business and harm its financial condition and may dilute the ownership of the combined company’s stockholders.

Each of Juniper Networks and NetScreen has made, and the combined company may continue to make, acquisitions in order to enhance its business. Acquisitions involve numerous risks, including problems combining the purchased operations, technologies or products, unanticipated costs, diversion of management’s attention from its core businesses, adverse effects on existing business relationships with suppliers and customers, risks associated with entering markets in which the combined company has no or limited prior experience and potential loss of key employees. There can be no assurance that the combined company will be able to successfully integrate any businesses, products, technologies or personnel that it might acquire. The integration of businesses that each of Juniper Networks and NetScreen has acquired has been, and will continue to be, a complex, time consuming and expensive process. For example, although Juniper Networks completed the acquisition of Unisphere Networks on July 1, 2002, integration of the products, product roadmap and operations is a continuing activity and will be for the foreseeable future. Additionally, if the combined company fails to efficiently operate as a combined organization utilizing common information and communication systems, operating procedures, financial controls and human resources practices, its business and financial condition may be adversely affected.

Juniper Networks has also made investments in order to enhance its business and the combined company may also make investments in complementary companies, products or technologies. In the event of any such investments or acquisitions, the combined company could issue stock that would dilute its then current stockholders’ percentage ownership, incur debt, assume liabilities, incur amortization expenses related to purchases of intangible assets, or incur large and immediate write-offs.

Juniper Networks’ and NetScreen’s products are highly technical and if they contain undetected software or hardware errors, the business of the combined company could be adversely affected.

Each of Juniper Networks’ and NetScreen’s products are, and the combined company’s products will be, highly technical and complex and may contain undetected errors or defects. Some errors may only be discovered after a product has been installed and used by end customers. Any errors discovered in the products offered by the combined company after commercial release could result in loss of revenue or delay in revenue recognition, loss of customers and increased service and warranty cost, any of which could adversely affect the combined company’s business and its results of operations.

If the combined company’s products do not interoperate with its customers’ networks, installations will be delayed or cancelled and could harm its business.

Each of Juniper Networks’ and NetScreen’s products are designed to interface with its customers’ existing networks, each of which have different specifications and utilize multiple protocol standards and products from other vendors. Many of their customers’ networks contain multiple generations of products that have been added over time as these networks have grown and evolved. The combined company’s products will be required to interoperate with many or all of the products within these networks as well as future products in order to meet its customers’ requirements. If the combined company finds errors in the existing software or defects in the hardware used in its customers’ networks, the combined company may have to modify its software or hardware to fix or overcome these errors so that its products will interoperate and scale with the existing software and hardware. If the combined company’s products do not interoperate with those of its customers’ networks, installations could be delayed, orders for its products could be cancelled or its products could be returned. This would also damage the combined company’s reputation, which could seriously harm its business and prospects.

Traditional telecommunications companies generally require more onerous terms and conditions of their vendors. As the combined company seeks to sell more products to such customers, it may be required to agree to terms and conditions that may have an adverse effect on its business.

Traditional telecommunications companies, because of their size, generally have had greater purchasing power and, accordingly, have requested and received more favorable terms, which often translate into more onerous terms and conditions for their vendors. As the combined company seeks to sell more products to this class of customer, it may be required to agree to such terms and conditions, which may include terms that affect its ability to recognize revenue and have an adverse effect on its business and financial condition.

In addition, many of this class of customer have purchased products from other vendors who promised certain functionality and failed to deliver such functionality and/or had products that caused problems and outages in the networks of these customers. As a result, this class of customer may request additional features from the combined company and require substantial penalties for failure to deliver such features or may require substantial penalties for any network outages that may be caused by its products. These additional requests and penalties, if the combined company is required to agree to them, may affect its ability to recognize the revenue from such sales, which may negatively affect its business and its financial condition.

If the combined company does not successfully anticipate market needs and develop products and product enhancements that meet those needs, or if those products do not gain market acceptance, the combined company may not be able to compete effectively and its ability to generate revenues will suffer.

The combined company cannot ensure that it will be able to anticipate future market needs or be able to develop new products or product enhancements to meet such needs or to meet them in a timely manner. If the combined company fails to anticipate the market requirements or to develop new products or product enhancements to meet those needs, such failure could substantially decrease market acceptance and sales of its present and future products, which would significantly harm its business and financial results. Even if the combined company is able to anticipate and develop and commercially introduce new products and enhancements, there can be no assurance that new products or enhancements will achieve widespread market acceptance. Any failure of the combined company’s products to achieve market acceptance could adversely affect its business and financial results.

The combined company’s ability to develop, market and sell products could be harmed if it is unable to retain or hire key personnel.

The combined company’s future success will depend upon the continued services of its executive officers and other key engineering, sales, marketing and support personnel. None of Juniper Networks’ or NetScreen’s officers or key employees is bound by an employment agreement for any specific term. Additionally, officers of NetScreen may receive accelerated vesting of options or restricted stock upon the occurrence of certain events in connection with the merger, which may make the officers more difficult to retain. For a description of accelerated vesting of options or restricted stock of NetScreen officers, please see the section entitled “The Merger — Interests of Certain Persons in the Merger — Interests of NetScreen Executive Officers and Directors in the Merger,” beginning on page 55 of this joint proxy statement/prospectus.

Even though the depth of Juniper Networks’ employee base has increased, and the employee base of the combined company will further increase as a result of the merger, the loss of the services of any of its key employees, the inability to attract or retain key personnel in the future or delays in hiring required personnel, particularly engineers, could delay the development and introduction of, and negatively impact the combined company’s ability to develop, market, sell, or support, its products.

If the combined company fails to accurately predict its manufacturing requirements, it could incur additional costs or experience manufacturing delays which would harm its business.

Juniper Networks and NetScreen do not have long-term contracts with their contract manufacturers. Accordingly, such contract manufacturers are not obligated to supply products for any specific period, in any specific quantity or at any specific price, except as may be provided in a particular purchase order. In addition,

lead times for required materials and components vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. The combined company will provide demand forecasts to its contract manufacturers. If the combined company overestimates its requirements, the contract manufacturers may assess charges or the combined company may have liabilities for excess inventory, each of which could negatively affect its gross margins. If the combined company underestimates its requirements, the contract manufacturers may have inadequate inventory, which could interrupt manufacturing of the combined company’s products and result in delays in shipments and deferral or loss of revenues.

The combined company will be dependent on sole source and limited source suppliers for several key components, which makes the combined company susceptible to shortages or price fluctuations.

With the current demand for electronic products, component shortages are possible and the predictability of the availability of such components may be limited. Each of Juniper Networks and NetScreen currently purchase several key components, including ASICs, from single or limited sources. For example, IBM is Juniper Networks’ sole ASIC supplier and Toshiba America Electronic Components, Inc. is NetScreen’s sole ASIC supplier. In the event of a component shortage or supply interruption, the combined company may not be able to develop alternate or second sources in a timely manner, which could hurt its ability to deliver product to customers. If the combined company is unable to buy these components on a timely basis, it will not be able to deliver product to its customers, which would seriously impact present and future sales, which would, in turn, adversely affect its business.

The combined company will be dependent on contract manufacturers with whom it will not have long-term supply contracts, and changes to those relationships, expected or unexpected, may result in delays or disruptions that could cause the combined company to lose revenue and damage its customer relationships.

The combined company will depend on independent contract manufacturers (each of whom is a third party manufacturer for numerous companies) to manufacture its products. Neither Juniper Networks nor NetScreen has long-term supply contracts with such manufacturers and if the combined company should fail to effectively manage its contract manufacturer relationships or if one or more of them should experience delays, disruptions or quality control problems in its manufacturing operations, its ability to ship products to its customers could be delayed which could adversely affect its business and financial results.

Litigation regarding intellectual property rights may be time consuming and require a significant amount of resources to prosecute or defend; therefore the combined company may have to expend a substantial amount of resources to make its products non-infringing and may have to pay a substantial amount of money in damages.

Third parties have asserted and may in the future assert claims or initiate litigation related to exclusive patent, copyright, trademark and other intellectual property rights to technologies and related standards that are relevant to the combined company. For example, in 2003, Toshiba Corporation filed a lawsuit against Juniper Networks, alleging that its products infringe certain Toshiba patents. The asserted claims and/or initiated litigation may include claims against the combined company or its manufacturers, suppliers, or customers, alleging infringement of their proprietary rights with respect to its products. Regardless of the merit of these claims, they can be time-consuming, result in costly litigation and may require the combined company to develop non-infringing technologies or enter into license agreements. Furthermore, because of the potential for high awards of damages that are not necessarily predictable, even arguably unmeritorious claims may be settled for significant amounts of money. If any infringement or other intellectual property claim made against the combined company by any third party is successful, or if the combined company fails to develop non-infringing technology or license the proprietary rights on commercially reasonable terms and conditions, its business, operating results and financial condition could be materially and adversely affected.

Juniper Networks is a party to lawsuits, which, if determined adversely to Juniper Networks, could require the combined company to pay damages which could harm its business and financial condition.

Juniper Networks and certain of its current and former officers and current and former members of its board of directors are subject to various lawsuits. There can be no assurance that actions that have been brought against Juniper Networks or may be brought against the combined company will be resolved in its favor. Regardless of whether they are in its favor, these lawsuits are, and any future lawsuits to which the combined company may become a party in the future will likely be, expensive and time consuming to defend or resolve. Any losses resulting from these claims could adversely affect the combined company’s profitability and cash flow.

The combined company might have to defend lawsuits or pay damages in connection with any alleged or actual failure of its products and services.

Because NetScreen’s products and services provide and monitor network security and may protect valuable information, the combined company could face claims for product liability, tort or breach of warranty. Anyone who circumvents NetScreen’s security measures could misappropriate the confidential information or other property of end customers using its products, or interrupt their operations. If that happens, affected end customers or others may sue the combined company. In addition, the combined company may face liability for breaches caused by faulty installation of its products by its service and support organizations. Provisions in NetScreen’s contracts relating to warranty disclaimers and liability limitations may be unenforceable. Some courts, for example, have found contractual limitations of liability in standard computer and software contracts to be unenforceable in some circumstances. Defending a lawsuit, regardless of its merit, could be costly and could divert management attention. The combined company’s business liability insurance coverage may be inadequate or future coverage may be unavailable on acceptable terms or at all.

The long sales and implementation cycles for the combined company’s products, as well as its expectation that some customers will sporadically place large orders with short lead times, may cause revenues and operating results to vary significantly from quarter to quarter.

A customer’s decision to purchase certain Juniper Networks and NetScreen products involves a significant commitment of its resources and a lengthy evaluation and product qualification process. As a result, the sales cycle may be lengthy. Throughout the sales cycle, the combined company may spend considerable time educating and providing information to prospective customers regarding the use and benefits of its products. Even after making the decision to purchase, customers may deploy the products slowly and deliberately. Timing of deployment can vary widely and depends on the skill set of the customer, the size of the network deployment, the complexity of the customer’s network environment and the degree of hardware and software configuration necessary to deploy the products. Customers with large networks usually expand their networks in large increments on a periodic basis. Accordingly, the combined company may receive purchase orders for significant dollar amounts on an irregular basis. These long cycles, as well as Juniper Networks’ expectation that customers will tend to sporadically place large orders with short lead times, may cause revenues and operating results to vary significantly and unexpectedly from quarter to quarter.

Each of Juniper Networks’ and NetScreen’s products incorporate and rely upon licensed third-party technology and if licenses of third-party technology do not continue to be available to the combined company or become very expensive, the combined company’s revenues and ability to develop and introduce new products could be adversely affected.

Both Juniper Networks and NetScreen integrate licensed third-party technology in certain of their products. From time to time, the combined company may be required to license additional technology from third parties to develop new products or product enhancements. Third-party licenses may not be available or continue to be available to the combined company on commercially reasonable terms. Its inability to maintain or re-license any third-party licenses required in its products or its inability to obtain third-party licenses necessary to develop new products and product enhancements, could require the combined company to obtain

substitute technology of lower quality or performance standards or at a greater cost, any of which could harm its business, financial condition and results of operations.

A breach of network security could harm public perception of NetScreen’s products, which could cause the combined company to lose revenues.

If an actual or perceived breach of network security occurs in one of NetScreen’s end customer’s network systems, regardless of whether the breach is attributable to its products, the market perception of the effectiveness of its products could be harmed. This could cause the combined company to lose current and potential end customers or cause the combined company to lose current and potential value-added resellers and distributors. Because the techniques used by computer hackers to access or sabotage networks change frequently and generally are not recognized until launched against a target, the combined company may be unable to anticipate these techniques.

Due to the global nature of its operations, economic or social conditions or changes in a particular country or region could adversely affect the combined company’s sales or increase its costs and expenses, which would have a material adverse impact on its financial condition.

The combined company will conduct significant sales and customer support operations directly and indirectly through its distributors and resellers in countries outside of the United States and will also depend on the operations of its contract manufacturers and suppliers that are located outside of the United States. Accordingly, the combined company’s future results could be materially adversely affected by a variety of uncontrollable and changing factors including, among others, political or social unrest or economic instability in a specific country or region, trade protection measures and other regulatory requirements which may affect its ability to import or export its products from various countries, service provider and government spending patterns affected by political considerations and difficulties in staffing and managing international operations. Any or all of these factors could have a material adverse impact on the combined company’s revenue, costs, expenses and financial condition.

If its restructuring initiatives are not sufficient to meet industry and market conditions and to achieve future profitability, the combined company may undertake restructuring initiatives, which may adversely affect its business, operating results and financial condition.

In response to industry and market conditions, Juniper Networks has restructured its business and reduced its workforce. The assumptions underlying its restructuring efforts will be assessed on an ongoing basis and may prove to be inaccurate and the combined company may have to restructure its business in the future to achieve certain cost savings and to strategically realign its resources.

While restructuring, Juniper Networks has assessed, and the combined company will continue to assess, whether it should further reduce its workforce and facilities, and has reviewed the recoverability of its tangible and intangible assets, including the land purchased by Juniper Networks in January 2001. Any such decisions may result in the recording of additional charges, such as workforce reduction costs, facilities reduction costs, asset write-downs, and contractual settlements. Additionally, estimates and assumptions used in asset valuations are subject to uncertainties, as are accounting estimates with respect to the useful life and ultimate recoverability of its carrying basis of assets, including goodwill and other intangible assets. As a result, future market conditions may result in further charges for the write down of tangible and intangible assets.

The combined company may not be able to successfully implement the initiatives Juniper Networks has undertaken in restructuring its business and, even if successfully implemented, these initiatives may not be sufficient to meet the changes in industry and market conditions and to achieve future profitability. Furthermore, Juniper Networks’ workforce reductions may impair the ability of the combined company to realize its current or future business objectives. Lastly, costs actually incurred in connection with restructuring actions may be higher than the estimated costs of such actions and/or may not lead to the anticipated cost savings.

The combined company will be exposed to fluctuations in currency exchange rates which could negatively affect its financial results and cash flows.

Because a significant portion of both Juniper Networks’ and NetScreen’s businesses is conducted outside the United States, the combined company will face exposure to adverse movements in non-US currency exchange rates. These exposures may change over time as business practices evolve and could have a material adverse impact on the combined company’s financial results and cash flows.

The majority of combined company’s revenue and expenses will be transacted in US Dollars. Juniper Networks also has some transactions that are denominated in foreign currencies, primarily the Japanese Yen, Hong Kong Dollar, British Pound and the Euro, related to its sale and service operations outside of the United States. An increase in the value of the US Dollar could increase the real cost to Juniper Networks’ customers of its products in those markets outside the United States where Juniper Networks sells in US Dollars, and a weakened dollar could increase the cost of local operating expenses and procurement of raw materials to the extent Juniper Networks must purchase components in foreign currencies.

Currently, Juniper Networks hedges only those currency exposures associated with certain assets and liabilities denominated in nonfunctional currencies and periodically will hedge anticipated foreign currency cash flows. The hedging activities undertaken by Juniper Networks are intended to offset the impact of currency fluctuations on certain nonfunctional currency assets and liabilities. The combined company’s attempts to hedge against these risks may not be successful resulting in an adverse impact on its net income.

Both Juniper Networks’ and NetScreen’s quarterly results are inherently unpredictable and subject to substantial fluctuations and, as a result, the combined company may fail to meet the expectations of securities analysts and investors, which could adversely affect the trading price of its common stock.

The combined company’s revenues and operating results will vary significantly from quarter to quarter due to a number of factors, many of which are outside of its control and any of which may cause its stock price to fluctuate.

The factors that may impact the unpredictability of its quarterly results include limited visibility into customers’ spending plans, changing market conditions, including some customer and potential customer bankruptcies, a change in the mix of its products sold from higher priced core products to lower priced edge products, and long sales and implementation cycles.

As a result, Juniper Networks and NetScreen each believe that quarter-to-quarter comparisons of their respective operating results are not necessarily a good indication of what the combined company’s future performance will be. It is likely that in some future quarters, operating results of the combined company may be below the expectations of securities analysts and investors in which case the price of Juniper Networks common stock may decline.

If the combined company fails to adequately evolve its financial and managerial control and reporting systems and processes, its ability to manage and grow its business will be negatively affected.

The combined company’s ability to successfully offer its products and implement its business plan in a rapidly evolving market requires an effective planning and management process. The combined company will need to continue to improve its financial and managerial control and its reporting systems and procedures in order to manage its business effectively in the future. If the combined company fails to continue to implement improved systems and processes, its ability to manage its business and results of operations may be negatively affected.

Juniper Networks sells its products to customers that use those products to build networks and IP infrastructure and, if the network and IP systems do not continue to grow, then the business, operating results and financial condition of the combined company will be adversely affected.

A substantial portion of the combined company’s business and revenue will depend on growth of IP infrastructure and on the deployment of its product by customers that depend on the continued growth of

IP services. As a result of changes in the economy and capital spending, which have in the past particularly affected telecommunications service providers, spending on IP infrastructure can vary, which could have a material adverse effect on the combined company’s business.

Governmental regulations affecting the import or export of products could negatively affect the combined company’s revenues.

The United States and various foreign governments have imposed controls, export license requirements and restrictions on the import or export of some technologies, especially encryption technology. In addition, from time to time, governmental agencies have proposed additional regulation of encryption technology, such as requiring the escrow and governmental recovery of private encryption keys. Governmental regulation of encryption technology and regulation of imports or exports, or the combined company’s failure to obtain required export approval of encryption technologies could harm the combined company’s international and domestic sales and adversely affect the combined company’s revenues.

Regulation of the telecommunications industry could harm the combined company’s operating results and future prospects.

The telecommunications industry is highly regulated and the combined company’s business and financial condition could be adversely affected by the changes in the regulations relating to the telecommunications industry. Currently, there are few laws or regulations that apply directly to access to or commerce on IP networks. The combined company could be adversely affected by regulation of IP networks and commerce in any country where the combined company operates. Such regulations could include matters such as voice over the Internet or using Internet Protocol, encryption technology, and access charges for service providers. The adoption of regulation could decrease demand for the combined company’s products, and at the same time increase the cost of selling its products, which could have a material adverse effect on its business, operating result and financial condition.

THE SPECIAL MEETING OF JUNIPER NETWORKS STOCKHOLDERS

Date, Time and Place of the Special Meeting

Juniper Networks will hold a special meeting of its stockholders on [ ], 2004, promptly at [ ], local time, at The Historic Del Monte Building, 100 South Murphy Street, Third Floor, Sunnyvale, California 94086.

Matters for Consideration

At the Juniper Networks special meeting, Juniper Networks stockholders will be asked to consider and vote upon a proposal to approve the issuance of shares of Juniper Networks common stock in connection with the merger as more fully described in this joint proxy statement/ prospectus. Juniper Networks currently does not contemplate that any other matters will be presented at the Juniper Networks special meeting.

Recommendation of the Juniper Networks Board of Directors

Admission to the Special Meeting

Only Juniper Networks stockholders, as of the close of business on [ ], 2004, and other persons holding valid proxies for the special meeting are entitled to attend the Juniper Networks special meeting. Juniper Networks stockholders and their proxies should be prepared to present valid government-issued photo identification. Juniper Networks stockholders who are not record holders but hold shares through a broker or nominee (i.e., in street name) should provide proof of beneficial ownership on the record date for the Juniper Networks special meeting, such as their most recent account statement prior to [ ], 2004, or other similar evidence of ownership. Anyone who does not provide valid government-issued photo identification or comply with the other procedures outlined above upon request may not be admitted to the special meeting.

Method of Voting; Record Date; Stock Entitled to Vote; Quorum

Juniper Networks stockholders are being asked to vote both shares held directly in their name as stockholders of record and any shares they hold in street name as beneficial owners. The method of voting differs for shares held as a record holder and shares held in street name. Record holders will receive proxy cards. Holders of shares in street name will receive voting instruction cards in order to instruct their brokers or nominees how to vote.

Proxy cards and voting instruction cards are being solicited on behalf of the Juniper Networks board of directors from Juniper Networks stockholders in favor of the proposal to approve the issuance of shares of Juniper Networks common stock in connection with the merger.

Stockholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/ prospectus and multiple proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive a separate voting instruction card for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one proxy card. In addition, NetScreen is also soliciting votes for its special meeting in order to get NetScreen stockholder approval to adopt the merger agreement and stockholders who own shares of both Juniper Networks and NetScreen will also receive a proxy or voting instruction card from NetScreen. Please note that a vote for the issuance of shares in connection with the merger for the Juniper Networks special meeting will not constitute a vote for the proposal to adopt the merger agreement for the NetScreen special meeting, and vice versa. Therefore, the Juniper Networks board of directors urges Juniper

Networks stockholders to complete, sign, date and return each proxy card and voting instruction card for the Juniper Networks special meeting they receive.

Only stockholders of Juniper Networks at the close of business on [ ], 2004, the record date for the Juniper Networks special meeting, are entitled to receive notice of, and vote at, the Juniper Networks special meeting. On the record date, approximately [ ] shares of Juniper Networks common stock were issued and outstanding. Holders of Juniper Networks common stock on the record date are each entitled to one vote per share of Juniper Networks common stock on the proposal to approve the issuance of shares of Juniper Networks common stock in connection with the merger.

A quorum of stockholders is necessary to have a valid meeting of Juniper Networks stockholders. For a quorum to be established, a majority of the shares of Juniper Networks common stock issued and outstanding and entitled to vote on the record date must be present in person or by proxy at the Juniper Networks special meeting.

Abstentions and broker non-votes count as present for establishing the quorum described above. A broker non-vote may occur on an item when a broker is not permitted to vote on that item without instructions from the beneficial owner of the shares. Shares held by Juniper Networks in its treasury do not count toward the presence of a quorum.

Adjournment and Postponement

Juniper Networks’ bylaws provide that if a quorum is not present or represented at any meeting of the stockholders, then the chairman of the meeting or stockholders holding a majority of shares of Juniper Networks common stock represented at the meeting, either in person or by proxy, may adjourn the meeting from time to time, without further notice other than by an announcement made at the special meeting, until a quorum is present.

Required Vote

Under the applicable rules of the Nasdaq Stock Market, the issuance of shares of Juniper Networks common stock in connection with the merger requires an affirmative vote of a majority of the votes cast at the Juniper Networks special meeting, provided that a quorum is present.

Under the rules of the Nasdaq Stock Market, brokers and other nominees are prohibited from giving a proxy to vote their customers’ shares with respect to the proposal to approve the issuance of shares of Juniper Networks common stock in the absence of instructions from their customers. For purposes of determining whether Juniper Networks has received the affirmative vote of a majority of the votes cast at the Juniper Networks special meeting, broker non-votes and abstentions will not be considered votes cast and will therefore have no effect on the outcome of the proposal.

For purposes of determining whether the total vote cast represents over 50% of all shares of Juniper Networks common stock entitled to vote on the proposal, broker non-votes and abstentions will be considered entitled to vote and will therefore make it more difficult to meet this requirement. If the total vote cast on the proposal represents over 50% of all shares of Juniper Networks common stock entitled to vote on the proposal, these broker non-votes and abstentions would have no effect on the outcome of the proposal.

As of the Juniper Networks record date, the directors and executive officers of Juniper Networks and their affiliates held [ ] outstanding shares, or approximately [ ]% of the total outstanding shares, of Juniper Networks common stock.

Voting by Juniper Networks’ Directors and Executive Officers

Under the terms of voting agreements entered into between NetScreen and each of Scott Kriens, Marcel Gani, James A. Dolce, Jr., Pradeep Sindhu, Ashok Krishnamurthi, William R. Hearst III, Vinod Khosla, Stratton Sclavos, William R. Stensrud, Robert M. Calderoni, Kenneth Levy and Kenneth Goldman, these Juniper Networks directors and executive officers have agreed, subject to the terms and conditions set forth in

their respective voting agreements, to vote their shares of Juniper Networks common stock subject to the voting agreements for the issuance of shares of Juniper Networks common stock pursuant to the merger agreement. These individuals beneficially own and are entitled to vote [ ] shares of Juniper Networks common stock, or approximately [ ]% of the shares of Juniper Networks common stock outstanding on the record date for the Juniper Networks special meeting. Please refer to the section of this joint proxy statement/prospectus entitled “The Merger — Voting Agreements — Juniper Networks Voting Agreements” beginning on page 61 and Annex B.

All of the executive officers of Juniper Networks, including Scott Kriens and Pradeep Sindhu who are also directors of Juniper Networks, have interests and arrangements that could affect their decision to support or approve the merger. Please refer to the section of this joint proxy statement/prospectus entitled “The Merger — Interests of Certain Persons in the Merger — Interests of Juniper Networks Executive Officers and Directors in the Merger” beginning on page 58.

Voting Procedures

You may vote by mail by completing and signing your proxy card and mailing it in the enclosed prepaid and addressed envelope. If you mark your voting instructions on the proxy card, your shares will be voted as you instruct.

If you properly sign and return your proxy card, but do not mark your voting instructions on the proxy card, your shares will be voted “FOR” the proposal to approve the issuance of shares of Juniper Networks common stock in connection with the merger.

You may vote by telephone by following the “Vote by Telephone” instructions that came with this joint proxy statement/prospectus. If you vote by telephone, you do not need to mail in your proxy card.

You may vote on the Internet by following the “Vote by Internet” instructions that came with this joint proxy statement/prospectus. If you vote on the Internet, you do not need to mail in your proxy card.

You may also vote in person at the meeting. Juniper Networks will pass out written ballots to anyone who would like to vote at the Juniper Networks special meeting. However, if you hold your shares in street name, you must request a proxy from your stockbroker in order to vote at the meeting.

How to Revoke a Proxy

If you submit a proxy, you may revoke it at any time before it is voted by:


	•	delivering to the Secretary of Juniper Networks a written notice, dated later than the proxy you wish to revoke, stating that the proxy is revoked;

	•	submitting to the Secretary of Juniper Networks a new, signed proxy with a date later than the proxy you wish to revoke; or

	•	attending the Juniper Networks special meeting and voting in person.

Notices to the Secretary of Juniper Networks should be addressed to Secretary, Juniper Networks, 1194 North Mathilda Avenue, Sunnyvale, California 94089.

If you hold your shares in street name, you must give new instructions to your broker prior to the special meeting or obtain a signed “legal proxy” from the broker to revoke your prior instructions and vote in person at the meeting.

Any Juniper Networks stockholder who has a question about the merger, the issuance of shares in connection with the merger, or how to vote or revoke a proxy, or who wishes to obtain additional copies of this joint proxy statement/prospectus, should contact:


	Investor Relations
	Juniper Networks, Inc.
	1194 North Mathilda Avenue
	Sunnyvale, CA 94089
	Phone: (888) 586-4737 or (408) 745-2000
	Email: Investor-relations@juniper.net

Other Matters

Juniper Networks is not aware of any other business to be acted upon at the Juniper Networks special meeting. Juniper Networks’ bylaws provide that no matter may be brought before a special meeting which is not stated in the notice of the special meeting. If, however, other matters are properly brought before the Juniper Networks special meeting or any adjournment or postponement of the Juniper Networks special meeting, the persons named as proxy holders, Scott Kriens and Marcel Gani, will have discretion to act on those matters.

Solicitation of Proxies and Expenses

Juniper Networks will pay its own costs of soliciting proxies for the Juniper Networks special meeting. Certain directors, officers and employees of Juniper Networks may solicit proxies, without additional remuneration, by telephone, facsimile, electronic mail, telegraph or in person. Juniper Networks expects that the expenses of this special solicitation will be nominal. Following the mailing of this joint proxy statement/prospectus, Juniper Networks will request brokers, custodians, nominees and other record holders to forward copies of this joint proxy statement/prospectus to persons for whom they hold shares of common stock and to request authority for the exercise of proxies. In such cases, Juniper Networks, upon the request of the record holder, will reimburse such holders for their reasonable expenses.

THE SPECIAL MEETING OF NETSCREEN STOCKHOLDERS

NetScreen is furnishing this joint proxy statement/prospectus to NetScreen stockholders to provide them with important information regarding the proposed merger, the merger agreement and the proposal to grant discretionary authority to adjourn the NetScreen special meeting to a later date in certain circumstances in connection with the solicitation of proxies by and on behalf of NetScreen’s board of directors for use at the NetScreen special meeting and at any adjournment or postponement thereof. The NetScreen proxy accompanying this joint proxy statement/prospectus is solicited on behalf of the NetScreen board of directors for use at the NetScreen special meeting. This joint proxy statement/prospectus and the accompanying form of proxy were first mailed to NetScreen’s stockholders on or about [ ], 2004.

Date, Time and Place of the Special Meeting

NetScreen will hold a special meeting of its stockholders on [ ], 2004, promptly at [ ], local time, at 805 11th Avenue, Building 3, Sunnyvale, California 94089.

Matters for Consideration

At the special meeting, NetScreen stockholders will be asked to consider and vote upon the following proposals:


	(i) to adopt the merger agreement; and

	(ii) to grant Robert D. Thomas and Remo E. Canessa discretionary authority to adjourn or postpone the NetScreen special meeting to a date not later than November 9, 2004 for the purpose of


	soliciting additional proxies. NetScreen does not currently contemplate that any other matters will be presented at the NetScreen special meeting. NetScreen’s bylaws provide that no matter may be brought before a special meeting that is not stated in the notice of the special meeting.

Recommendation of the NetScreen Board of Directors

After careful consideration, the NetScreen board of directors determined that the merger agreement and the merger are advisable and in the best interests of NetScreen stockholders and has unanimously approved the merger agreement and the merger. The NetScreen board of directors unanimously recommends that the NetScreen stockholders vote “FOR” the proposal to adopt the merger agreement, and “FOR” the proposal to grant discretionary authority to adjourn or postpone the NetScreen special meeting to a date not later than November 9, 2004.

Admission to the Special Meeting

Only NetScreen stockholders as of the close of business on [ ], 2004 and other persons holding valid proxies for the special meeting are entitled to attend the NetScreen special meeting. NetScreen stockholders and their proxies should be prepared to present valid government-issued photo identification. NetScreen stockholders who are not record holders but who hold shares in street name should provide proof of beneficial ownership on the record date of the NetScreen special meeting, such as their most recent account statement prior to [ ], 2004, or other similar evidence of ownership. Anyone who does not provide valid government-issued photo identification or comply with the other procedures outlined above upon request may not be admitted to the special meeting.

Record Date; Shares Held by NetScreen’s Directors and Executive Officers

The record date for determining the NetScreen stockholders entitled to vote at the NetScreen special meeting is [ ], 2004. Only holders of NetScreen common stock as of the close of business on the record date are entitled to vote at the NetScreen special meeting. As of the NetScreen record date, there were [ ] shares of NetScreen common stock issued and outstanding. Each share of NetScreen common stock issued and outstanding as of the NetScreen record date entitles its holder to cast one vote at the NetScreen special meeting.

As of the NetScreen record date, the directors and executive officers of NetScreen and their affiliates held [ ] outstanding shares, or approximately [ ]% of the total outstanding shares, of NetScreen common stock.

Voting by NetScreen’s Directors and Officers

Under the terms of voting agreements entered into between Juniper Networks and each of Robert D. Thomas, Remo E. Canessa, Feng Deng, David K. Flynn, Yan Ke, Robert Beaulieu, Mark S. Smith, Charles R. Clark, Anson Chen, Krishna Kolluri, Nir Zuk, Frank J. Marshall (on behalf of himself, Big Basin Partners L.P., and Timark L.P.), Alan L. Earhart, Michael L. Goguen, Katherine M. Jen (on behalf of Silicon Valley Equity Fund, L.P.), Thomas F. Mendoza and Victor E. Parker Jr., these NetScreen stockholders have agreed, subject to the terms and conditions set forth in their respective voting agreements, to vote the shares of NetScreen common stock subject to their voting agreements for the adoption of the merger agreement. These individuals and entities beneficially own and are entitled to vote [ ] shares of NetScreen common stock, or approximately [ ]% of the shares of NetScreen common stock outstanding on the record date. Please refer to the section of this joint proxy statement/prospectus entitled “The Merger — Voting Agreements — NetScreen Voting Agreements” beginning on page 62 and Annex C.

All of the directors and executive officers of NetScreen have interests and arrangements that could affect their decision to support or approve the merger. Please refer to the section of this joint proxy statement/ prospectus entitled “The Merger — Interests of Certain Persons in the Merger — Interests of NetScreen Executive Officers and Directors in the Merger” beginning on page 55.

Quorum and Vote Required

In order to conduct business at the NetScreen special meeting, a quorum must be present. The holders of a majority of the NetScreen common stock outstanding on the record date for the NetScreen special meeting present in person or represented by proxy at the NetScreen special meeting and entitled to vote at the NetScreen special meeting constitutes a quorum under NetScreen’s bylaws. NetScreen will treat shares of NetScreen common stock represented by a properly signed and returned proxy, including abstentions and broker non-votes, as present at the NetScreen special meeting for purposes of determining the existence of a quorum. If sufficient votes to constitute a quorum or to adopt the merger agreement are not received by the date of the special meeting, the persons named as proxies may propose one or more adjournments of the meeting to permit further solicitation of proxies.

The affirmative vote of a majority of the shares of NetScreen common stock outstanding on the NetScreen record date in favor of the proposal to adopt the merger agreement is required in order for the merger proposal to pass. The affirmative vote of the holders of a majority of NetScreen common stock present in person or by proxy and entitled to vote at the NetScreen special meeting in favor of the proposal to grant discretionary authority to Robert D. Thomas and Remo E. Canessa to adjourn or postpone the NetScreen special meeting to a date not later than November 9, 2004 for the purpose of soliciting additional proxies if required in order for the adjournment proposal to pass. The inspector of elections appointed for the NetScreen special meeting will tabulate the votes.

Voting of Proxies

Shares represented by a properly signed and dated proxy will be voted at the NetScreen special meeting in accordance with the instructions indicated on the proxy. Proxies that are properly signed and dated but which do not contain voting instructions will be voted “FOR” the proposal to adopt the merger agreement and “FOR” the proposal to grant discretionary authority to Robert D. Thomas and Remo E. Canessa to adjourn or postpone the NetScreen special meeting.

Abstentions

NetScreen will count a properly executed proxy marked “ABSTAIN” as present for purposes of determining whether a quorum is present, but the shares represented by that proxy will not be voted at the NetScreen special meeting. Because the affirmative vote of a majority of the outstanding shares of NetScreen common stock is required to adopt the merger agreement, if you mark your proxy “ABSTAIN,” it will have the effect of a vote against the proposal to adopt the merger agreement. Assuming that a quorum is present at the special meeting, abstentions will have no effect on the adjournment proposal.

Broker Non-Votes

If your shares are held in street name, your broker will vote your shares for you only if you provide instructions to your broker on how to vote your shares. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Your broker cannot vote your shares of NetScreen common stock without specific instructions from you. Because the affirmative vote of a majority of the outstanding shares of NetScreen common stock is required to adopt the merger agreement, if you do not instruct your broker how to vote, it will have the effect of a vote against the proposal to adopt the merger agreement. Assuming a quorum is present at the special meeting, failure to instruct your broker to vote your shares will have no effect on the adjournment proposal.

Voting Shares in Person that are Held in Street Name

If your shares are held in street name and you wish to vote those shares in person at the NetScreen special meeting, you must obtain from your broker a properly executed legal proxy identifying you as a NetScreen stockholder, authorizing you to act on behalf of the nominee at the NetScreen special meeting and identifying the number of shares with respect to which the authorization is granted.

Voting Procedures

If you properly sign and return your proxy card, but do not mark your voting instructions on the proxy card, you shares will be voted “FOR” the proposal to approve the adoption of the merger agreement and “FOR” the proposal to grant discretionary authority to adjourn or postpone the NetScreen special meeting to a date not later than November 9, 2004 for the purposes of soliciting additional proxies.

You may vote by telephone by following the “Vote by Telephone” instructions that came with this joint proxy statement/ prospectus. If you vote by telephone, you do not need to mail in your proxy card.

You may vote on the Internet by following the “Vote by Internet” instructions that came with this joint proxy statement/ prospectus. If you vote on the Internet, you do not need to mail in your proxy card.

You may also vote in person at the meeting. NetScreen will pass out written ballots to anyone who would like to vote at the NetScreen special meeting. However, if you hold your shares in street name, you must request a proxy from your stockbroker in order to vote at the meeting.

How to Revoke a Proxy

If you submit a proxy, you may revoke it at any time before it is voted by:


	•	delivering to the Corporate Secretary of NetScreen a written notice, dated later than the proxy you wish to revoke, stating that the proxy is revoked;

	•	submitting to the Corporate Secretary of NetScreen a new, signed proxy with a date later than the proxy you wish to revoke; or

	•	attending the NetScreen special meeting and voting in person.

Notices to the Corporate Secretary of NetScreen should be addressed to Corporate Secretary, NetScreen Technologies, Inc., 805 11th Avenue, Building 3, Sunnyvale, California 94089.

Contact for Questions and Assistance in Voting

Any NetScreen stockholder who has a question about the merger, the merger agreement, or how to vote or revoke a proxy, or who wishes to obtain additional copies of this joint proxy statement/prospectus, should contact:


	Investor Relations
	NetScreen Technologies, Inc.
	805 11th Avenue, Building 3
	Sunnyvale, California 94089
	Phone: (408) 543-2100
	Email: ir@netscreen.com

Solicitation of Proxies and Expenses

NetScreen will pay its own costs of soliciting proxies for the NetScreen special meeting. Certain directors, officers and employees of NetScreen may solicit proxies, without additional remuneration, by telephone, facsimile, electronic mail, telegraph and in person. NetScreen expects that the expenses of this special solicitation will be nominal. Following the mailing of this joint proxy statement/prospectus, NetScreen will request brokers, custodians, nominees and other record holders to forward copies of this joint proxy statement/prospectus to persons for whom they hold shares of common stock and to request authority for the exercise of proxies. In such cases, NetScreen, upon the request of the record holder, will reimburse such holder for their reasonable expenses.

THE MERGER

The following is a description of the material aspects of the merger. While we believe that the following description covers the material terms of the merger, the description may not contain all of the information that is important to you. We encourage you to read carefully this entire joint proxy statement/prospectus, including the merger agreement attached to this joint proxy statement/ prospectus as Annex A, for a more complete understanding of the merger.

Background of the Merger

Juniper Networks and NetScreen began their relationship in July 2000, when Juniper Networks purchased shares of preferred stock of NetScreen, then a private company. These shares of preferred stock converted into common stock in NetScreen’s initial public offering. Juniper Networks sold its shares of NetScreen common stock in 2003.

In July and August 2003, George Riedel, Vice President Strategy and Corporate Development for Juniper Networks, held several meetings with representatives of NetScreen, including David K. Flynn, NetScreen’s Vice President of Marketing, and Janine Roth, NetScreen’s Vice President of Business Development, to discuss ways in which Juniper Networks and NetScreen might work together in a commercial relationship.

On August 6, 2003, Juniper Networks and NetScreen entered into a mutual confidentiality agreement to facilitate discussions and the exchange of information between the parties with respect to a business relationship.

On August 15, 2003, Mr. Riedel approached Mr. Flynn and for the first time discussed, among other things, the possibility and benefits of a business combination between Juniper Networks and NetScreen.

On August 20, 2003, Scott Kriens, President, Chief Executive Officer and Chairman of the Board of Juniper Networks, and Robert D. Thomas, President and Chief Executive Officer and a member of the board of directors of NetScreen, participated in a conference call with Messrs. Riedel and Flynn. During the conference call, the parties discussed the potential benefits of a business combination and related issues.

On August 21, 22 and 26, 2003, Messrs. Riedel and Flynn met to discuss product positioning relating to a business combination.

On August 22, 2003, the parties entered into a mutual confidentiality agreement to facilitate discussions and the exchange of information between the parties specifically with respect to a potential business combination transaction.

On August 22, 2003, Marcel Gani, Executive Vice President and Chief Financial Officer of Juniper Networks, and Remo E. Canessa, Chief Financial Officer of NetScreen, attended a financial due diligence meeting that also included, Lisa C. Berry, then Vice President and General Counsel of Juniper Networks, and Tomas Tovar, Vice President of Legal Affairs for NetScreen.

On August 26, 2003, Mr. Riedel met with Mr. Flynn and Feng Deng, then Vice President of Engineering and a member of the board of directors of NetScreen, to discuss NetScreen’s product portfolio and possible product positioning in a business combination transaction.

On August 26, 2003, Messrs. Kriens and Thomas met to discuss a possible business combination.

On August 27, 2003, Messrs. Kriens, Gani and Riedel and Ms. Berry met with Messrs. Thomas, Canessa, Flynn and Tovar to discuss the possible benefits of a business combination.

On September 3 and 5, 2003, Pradeep Sindhu, Chief Technology Officer and Vice Chairman of Juniper Networks, and Mr. Riedel met with Messrs. Deng, Flynn and Tovar to discuss Juniper Networks’ products and the possible benefits of a business combination.

On September 3, 2003, Juniper Networks retained Goldman, Sachs & Co. to act as its financial advisor in connection with the possible business combination transaction.

On September 5, 2003, Messrs. Kriens and Gani met with Messrs. Thomas and Canessa to discuss possible valuation and pricing in a business combination transaction.

On September 7, 2003, the Juniper Networks board of directors convened a meeting. At the meeting, Messrs. Kriens, Gani and Riedel and Ms. Berry updated the Juniper Networks board of directors on the discussions with NetScreen management.

On September 9, 2003, Messrs. Kriens and Thomas met to discuss a possible valuation and pricing of a business combination transaction.

On September 9, 2003, Messrs. Kriens and Gani and Ms. Berry updated the Juniper Networks board of directors on the status of discussions with NetScreen management. The Juniper Networks board of directors was informed that the parties were not making progress in valuation and pricing discussions.

On September 10, 2003, at a regularly scheduled NetScreen board meeting, NetScreen’s directors were updated regarding discussions between the parties. Shortly thereafter, discussions regarding a potential business combination transaction between the parties were terminated.

On October 1, 2003, Mr. Gani had a telephone conversation with Mr. Canessa regarding resumption of discussions about a business combination transaction.

On October 2, 2003, in separate meetings, each of Messrs. Kriens and Thomas and Messrs. Gani and Canessa met to discuss resuming discussions regarding a business combination transaction.

On October 3 and 4, 2003, Messrs. Gani and Canessa had multiple telephone conversations regarding a business combination.

On October 5, 2003, Messrs. Gani and Canessa and representatives of Goldman Sachs and JPMorgan met to discuss a business combination transaction and potential valuations, and subsequently the parties agreed to terminate all discussions related to the business combination transaction.

From late October through early December 2003, Messrs. Riedel, Flynn and Deng held several meetings to discuss the possibility of a joint venture or other commercial relationship as an alternative to a business combination transaction.

In December 2003, Vinod Khosla, a member of Juniper Networks’ board of directors, contacted Frank J. Marshall, chairman of NetScreen’s board of directors, by telephone, to inquire regarding the past discussions between Juniper Networks’ and NetScreen’s managements and to ascertain Mr. Marshall’s perspective on the reasons for the termination of discussions.

On December 23, 2003, Mr. Flynn spoke with Mr. Riedel by telephone regarding resumption of discussions about a possible business combination.

On December 29, 2003, Messrs. Gani and Canessa spoke by telephone and discussed whether the parties should resume their discussions regarding a possible business combination. It was agreed that no discussions should resume unless Messrs. Kriens and Thomas agreed that discussions of a possible business combination should resume.

On January 26, 2004, Messrs. Kriens and Thomas met to discuss potential strategic reasons for a business combination transaction.

On January 26, 2004, NetScreen engaged JPMorgan to act as its exclusive financial advisor with respect to a potential strategic business combination transaction.

On January 28, 2004, Messrs. Gani and Riedel met with Messrs. Flynn and Canessa, along with representatives of Goldman Sachs and JPMorgan to discuss a business combination and to discuss NetScreen’s recently completed acquisition of Neoteris, Inc.

At a January 28, 2004 meeting of NetScreen’s board of directors, Mr. Thomas briefed NetScreen’s board of directors regarding the status of discussions with respect to a potential strategic business combination with Juniper Networks. The NetScreen board of directors discussed the potential combination and also discussed

alternative strategic courses that NetScreen might pursue to acquire networking capabilities for its product offerings. After discussion, NetScreen’s board of directors authorized management to continue discussions with Juniper Networks.

On January 29, 2004, Messrs. Kriens, Gani, Riedel and James A. Dolce, Jr., Executive Vice President, Field Operations for Juniper Networks, and representatives of Goldman Sachs met with Messrs. Thomas, Canessa, Flynn, Deng and Mark S. Smith, Vice President of Worldwide Sales for NetScreen, and representatives of JPMorgan to conduct due diligence.

On January 30, 2004, R.K. Anand, Vice President, Hardware Engineering for Juniper Networks, and Mr. Deng met to conduct due diligence. Additionally, Messrs. Riedel and Gani, with representatives of Goldman Sachs, met with Messrs. Thomas, Canessa and Flynn and representatives of JPMorgan to conduct due diligence.

On January 30, 2004, representatives of Goldman Sachs met with representatives of JPMorgan to discuss the possible terms of an offer by Juniper Networks to acquire NetScreen.

On January 31, 2004, the Juniper Networks board of directors convened a meeting. Messrs. Kriens, Gani and Riedel and representatives of Goldman Sachs and Wilson Sonsini Goodrich & Rosati, Professional Corporation, outside counsel to Juniper Networks, updated the board members on the status of discussions regarding a potential business combination of NetScreen. After discussion, the Juniper Networks board of directors authorized Mr. Kriens to continue discussions with NetScreen.

Between January 31 and February 5, 2004, representatives of Goldman Sachs and JPMorgan held several meetings to discuss the relative ownership of Juniper Networks and NetScreen in a potential business combination.

On February 5, 2004, Messrs. Kriens and Thomas, based in part on the input of their respective financial advisors, reached a preliminary agreement on the relative ownership of the companies following a potential business combination, subject to performing further due diligence.

On the evening of February 5, 2004, Wilson Sonsini Goodrich & Rosati delivered the first draft of the definitive merger to Fenwick & West LLP, outside counsel to NetScreen. Between February 5 and February 9, 2004, representatives of Juniper Networks and NetScreen and their respective financial and legal advisors conducted mutual due diligence meetings and negotiated the terms of the merger agreement and ancillary agreements.

On February 6, 2004, the board of directors of Juniper Networks convened a meeting. Messrs. Kriens, Gani, Riedel, representatives of Wilson Sonsini Goodrich & Rosati and representatives of Goldman Sachs also participated in this meeting. The board of directors was given an overview of the proposed terms of the transaction, and representatives of Goldman Sachs reviewed certain financial aspects of the proposed business combination. A representative of Wilson Sonsini Goodrich & Rosati advised the Juniper Networks board of directors regarding legal considerations relating to the transaction, including an overview of the fiduciary obligations of the Juniper Networks board of directors.

On February 7, 2004, NetScreen’s board of directors met to discuss the proposed transaction with Juniper Networks. At this meeting, Mr. Tovar and representatives of Fenwick & West discussed with the board of directors its fiduciary obligations in connection with the proposed transaction, the proposed legal terms of the transaction and the status of the legal due diligence investigation of Juniper Networks. Additionally, representatives of JPMorgan made a detailed presentation regarding their financial analysis of the respective companies and the potential transaction and reported on its financial due diligence of Juniper Networks. Following extensive discussion, NetScreen’s board of directors authorized the company’s management to continue negotiations with Juniper Networks.

Later on the evening of February 7, 2004, Mr. Marshall met with Mr. Kriens to discuss certain open terms regarding the proposed transaction, including NetScreen’s representation on the combined company’s board of directors, and other management and integration issues.

At 6:00 p.m. on February 8, 2004, the Juniper Networks board of directors convened a meeting. Messrs. Gani, Riedel, Mitchell Gaynor, Juniper Networks’ Vice President and General Counsel, representatives of Goldman Sachs and representatives of Wilson Sonsini Goodrich & Rosati also participated in this meeting. Mr. Kriens updated the board on the status of negotiations with NetScreen regarding the proposed business transaction. A representative of Wilson Sonsini Goodrich & Rosati outlined the agreed upon terms of the definitive merger agreement, and Messrs. Gaynor and Gani updated the Juniper Networks board of directors on the legal and business and financial due diligence, respectively. Next, representatives of Goldman Sachs presented their financial analysis of the proposed transaction, and Goldman Sachs rendered its oral opinion, subsequently confirmed by delivery of its written opinion dated February 8, 2004, that as of such date, and based upon and subject to the factors and assumptions set forth in the opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to Juniper Networks. After discussion and consideration, the Juniper Networks board of directors determined that the business combination on the terms discussed at the meeting was fair to and in the best interests of Juniper Networks and its stockholders, declared the merger to be advisable, unanimously approved the merger agreement, resolved to recommend that the stockholders of Juniper Networks approve the issuance of Juniper Networks common stock pursuant to the merger agreement and directed that the merger agreement be finalized and executed and that the proposal to approve the share issuance be presented to Juniper Networks’ stockholders for approval.

Later on the evening of February 8, 2004, the NetScreen board of directors held a meeting to consider approval of the proposed merger. During this meeting, representatives of Fenwick & West reviewed with the NetScreen board of directors the terms of the merger agreement, which had been distributed to board members prior to the meeting, and the resolution of issues that had been unresolved as of the prior board meeting. Representatives of JPMorgan provided the NetScreen board of directors with a detailed financial analysis of the proposed transaction, and delivered the oral opinion of JPMorgan, subsequently confirmed in writing, that, as of that date and subject to the assumptions, considerations, and limitations set forth in its opinion, the exchange ratio for shares of Juniper Networks common stock to be received by NetScreen stockholders in the transaction was fair to such stockholders from a financial point of view. Then Mr. Tovar and representatives of Fenwick & West gave a detailed report on due diligence related to Juniper Networks. NetScreen’s management reported on financial and other business due diligence related to Juniper Networks. Following additional discussion, the board of directors of NetScreen determined that the merger transaction with Juniper Networks was advisable, fair to and in the best interests of NetScreen’s stockholders, unanimously approved the merger and related matters and resolved to recommend that the stockholders of NetScreen vote to adopt the merger agreement.

On the morning of February 9, 2004, Juniper Networks and NetScreen executed the merger agreement and all directors and executive officers of NetScreen and Juniper Networks executed their voting and affiliate agreements. Immediately thereafter, the parties jointly issued a press release announcing the transaction.

Juniper Networks’ Reasons for the Merger; Additional Considerations of the Juniper Networks Board of Directors

Juniper Networks’ board of directors has determined that the merger is advisable, and is fair to and in the best interests of Juniper Networks and its stockholders, and unanimously approved the merger agreement and the share issuance. In reaching its decision, the Juniper Networks board of directors identified several reasons for, and potential benefits to Juniper Networks stockholders of, the merger. Juniper Networks believes there are a number of potential benefits of the proposed merger including, among others:


	•	together with NetScreen’s complementary, innovative and scalable network security solutions, Juniper Networks expects the combined company to be better able to service its customers and provide an integrated network security solution;

	•	Juniper Networks expects the broadening and integration of the combined company’s product lines to more effectively and efficiently meet the needs of its customers and provide more complete solutions to its customers;


	•	Juniper Networks expects the technological resources of the combined company to allow it to compete more effectively by providing it with enhanced ability to develop new products and greater functionality in existing products;

	•	Juniper Networks believes that the sales and services organizations, greater marketing resources and increased financial strength of the combined company will present improved opportunities for marketing the products of the combined company;

	•	Juniper Networks believes that the experience, financial resources and size and breadth of product offerings of the combined company will position it to respond quickly and effectively to technological change, increased competition and shifting market demand;

	•	Juniper Networks expects to benefit from the ability to utilize the skills and resources of the combined company’s management teams; and

	•	Juniper Networks believes that the merger will provide the combined company with an improved platform for future growth.

In reaching its decision to approve the merger agreement and the share issuance, the Juniper Networks board of directors consulted with Juniper Networks’ management, Juniper Networks’ internal and outside legal counsel regarding the legal terms of the merger, and Juniper Networks’ financial advisors regarding the financial aspects of the merger and the fairness, from a financial point of view, of the exchange ratio to Juniper Networks. The factors that the Juniper Networks board of directors considered in reaching its determination included, but were not limited to, the following:


	•	the strategic benefits of the merger;

	•	information concerning Juniper Networks’ and NetScreen’s respective businesses, prospects, financial performance and condition, operations, technology, management and competitive position, including public reports concerning results of operations during the most recent fiscal year and fiscal quarters for each company filed with the Securities and Exchange Commission;

	•	management’s view of the financial condition, results of operations and businesses of Juniper Networks and NetScreen before and after giving effect to the merger;

	•	current financial market conditions and historical market prices, volatility and trading information with respect to the common stock of Juniper Networks and the common stock of NetScreen;

	•	the relationship between the market value of the common stock of NetScreen and the consideration to be paid to stockholders of NetScreen in the merger and a comparison of comparable merger transactions;

	•	the belief that the terms of the merger agreement are reasonable;

	•	the prospect for an improved competitive and market position for the combined company which could offer a broad set of best-in-class networking solutions to carrier network, service provider, enterprise and other customers, including new customers in new market segments;

	•	management’s view of the prospects of Juniper Networks without effecting the merger;

	•	other strategic alternatives for Juniper Networks, including the potential to enter into strategic relationships with third parties or acquire or combine with third parties;

	•	the presentation by Goldman Sachs and its oral opinion presented on February 8, 2004, subsequently confirmed by delivery of its written opinion dated February 8, 2004, to the effect that, as of such date, and based upon and subject to the factors and assumptions set forth therein, the exchange ratio pursuant to the merger agreement is fair from a financial point of view to Juniper Networks (see “— Opinion of Juniper Networks Financial Advisor” beginning on page 42 of this joint proxy statement/prospectus);

	•	the effect of the merger on Juniper Networks’ customers, suppliers and employees; and


	•	the results of the due diligence investigation of NetScreen.

The Juniper Networks board of directors also identified and considered a number of uncertainties, risks and potentially negative factors in its deliberations concerning the merger, including:


	•	the risk that the potential benefits sought in the merger might not be fully realized if the combined company fails to meet the challenges involved in integrating the operations of Juniper Networks and NetScreen;

	•	the possibility that the merger might not be completed, or that completion might be unduly delayed;

	•	the effect of public announcement of the merger on Juniper Networks’ sales and operating results and Juniper Networks’ ability to attract and retain key management, marketing and technical personnel;

	•	the substantial charges to be incurred in connection with the merger, including costs of integrating the businesses and transaction expenses arising from the merger;

	•	the risk that despite the efforts of the combined company, key personnel might not remain employed by the combined company;

	•	Juniper Networks’ obligations to recommend approval of the share issuance to Juniper Networks stockholders;

	•	Juniper Networks’ obligation to not solicit any transaction which would result in any change in control of Juniper Networks until such time as Juniper Networks receives an unsolicited acquisition proposal;

	•	the possibility that the market price of Juniper Networks common stock could decrease sharply if the merger was not viewed favorably by stockholders, financial analysts and the press, generally; and

	•	various other risks associated with the combined company and the merger, including those described under the section entitled “Risk Factors” beginning on page 17 of this joint proxy statement/ prospectus.

After due consideration, the Juniper Networks board of directors concluded that overall, the risks, uncertainties, restrictions and potentially negative factors associated with the merger were outweighed by the potential benefits of the transaction, and that many of these risks could be managed or mitigated by Juniper Networks or by the combined company or were unlikely to have a material adverse effect on the merger or the combined company.

The foregoing information and factors considered by the Juniper Networks board of directors are not intended to be exhaustive but are believed to include all of the material factors considered by the Juniper Networks board of directors. In view of the variety of factors and the amount of information considered, the Juniper Networks board of directors did not find it practicable to, and did not, quantify, rank or otherwise assign relative weights to the specific factors it considered in approving the merger agreement and the merger. In addition, individual members of Juniper Networks board of directors may have given different weights to different factors. The Juniper Networks board of directors considered all of these factors as a whole, and overall considered them to be favorable to and to support its determination.

Recommendation of the Juniper Networks Board of Directors

After careful consideration and based on the foregoing analysis at a meeting of the Juniper Networks board of directors held on February 8, 2004, the Juniper Networks board of directors determined that the merger is advisable, and is fair to and in the best interests of Juniper Networks and its stockholders, and unanimously approved the merger agreement and the share issuance. The Juniper Networks board of directors unanimously recommends that the Juniper Networks stockholders vote “FOR” the proposal to approve the issuance of shares of Juniper Networks common stock in connection with the merger.

In considering the recommendation of the Juniper Networks board of directors with respect to the share issuance, Juniper Networks stockholders should be aware that the executive officers of Juniper Networks, two of whom are also directors, may receive benefits if the merger is completed which result in those persons

having interests in the merger that are different from, or are in addition to, the interest of Juniper Networks stockholders. See “— Interests of Certain Persons in the Merger — Interests of Juniper Networks Executive Officers and Directors in the Merger” beginning on page 58 of this joint proxy statement/ prospectus.

Opinion of Juniper Networks Financial Advisor

Goldman Sachs rendered its opinion to the Juniper Networks board of directors that, as of February 8, 2004, and based upon and subject to the factors and assumptions set forth therein, the exchange ratio pursuant to the merger agreement is fair from a financial point of view to Juniper Networks.

The full text of the written opinion of Goldman Sachs, dated February 8, 2004, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex D. Juniper Networks stockholders should read the opinion in its entirety. Goldman Sachs provided its opinion for the information and assistance of the Juniper Networks board of directors in connection with its consideration of the transaction. The Goldman Sachs opinion is not a recommendation as to how any holder of Juniper Networks common stock should vote with respect to the transaction.

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


	•	the merger agreement;

	•	annual reports to stockholders and Annual Reports on Form 10-K of Juniper Networks for the four fiscal years ended December 31, 2002;

	•	annual reports to stockholders and Annual Reports on Form 10-K of NetScreen for the two fiscal years ended September 30, 2003 and the Registration Statement on Form S-1 of NetScreen, including the prospectus contained therein relating to the initial public offering of NetScreen common stock, dated December 10, 2001;

	•	certain interim reports to stockholders and Quarterly Reports on Form 10-Q of Juniper Networks and NetScreen;

	•	certain other communications from Juniper Networks and NetScreen to their respective stockholders;

	•	certain internal financial analyses and forecasts for NetScreen prepared by NetScreen’s management; and

	•	certain financial analyses and forecasts for Juniper Networks and NetScreen prepared by management of Juniper Networks.

Goldman Sachs also held discussions with members of the senior managements of Juniper Networks and NetScreen regarding their assessment of the strategic rationale for, and the potential benefits of, the transaction and the past and current business operations, financial condition and future prospects of Juniper Networks and NetScreen. In addition, Goldman Sachs reviewed the reported price and trading activity for the shares of Juniper Networks common stock and the shares of NetScreen common stock, compared certain financial and stock market information for Juniper Networks and NetScreen 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 communications technology and security software industries specifically and in other industries generally and performed such other studies and analyses as Goldman Sachs considered appropriate.

Goldman Sachs relied upon the accuracy and completeness of all of the financial, accounting, tax and other information discussed with or reviewed by it and assumed such accuracy and completeness for purposes of rendering the opinion described above. In that regard, Goldman Sachs assumed with the Juniper Networks board of director’s consent that the financial analyses and forecasts for Juniper Networks and NetScreen prepared by management of Juniper Networks described above were reasonably prepared on a basis reflecting the best currently available estimates and judgments of Juniper Networks. In addition, Goldman Sachs did

not make an independent evaluation or appraisal of the assets and liabilities, including any derivative or off-balance sheet assets and liabilities, of Juniper Networks or NetScreen or any of their respective subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal. The opinion of Goldman Sachs did not address the underlying business decision of Juniper Networks to engage in the transaction. In addition, in the opinion of Goldman Sachs described above, Goldman Sachs did not express an opinion as to the prices at which shares of Juniper Networks common stock will trade at any time. Goldman Sachs assumed that all governmental, regulatory or other consents or approvals necessary for the consummation of the transaction will be obtained without any adverse effect on Juniper Networks or NetScreen or on the expected benefits of the transaction in any way material to the analysis of Goldman Sachs.

The following is a summary of the material financial analyses used by Goldman Sachs 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. The order of analyses described does not 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 February 6, 2004 and is not necessarily indicative of current market conditions.

Historical Exchange Ratio Analysis. Goldman Sachs performed a historical exchange ratio analysis in which Goldman Sachs compared:


	•	a series of implied exchange ratios for the transaction derived from historical trading prices of Juniper Networks common stock and NetScreen common stock over certain specified periods of time beginning December 12, 2001 and ending February 6, 2004; and

	•	the exchange ratio in the transaction of 1.404 shares of Juniper Networks common stock for each share of NetScreen common stock.

Goldman Sachs calculated the implied exchange ratios by dividing the closing prices per share of NetScreen common stock for the relevant period of time by the closing prices per share of Juniper Networks common stock for the same period. The results of Goldman Sachs’ implied exchange ratio analysis are presented in the table below under the caption “Implied Exchange Ratio.”

In connection with its historical exchange ratio analysis, Goldman Sachs also calculated the extent to which the exchange ratio in the merger of 1.404 shares of Juniper Networks common stock for each share of NetScreen common stock exceeded or was less than, on a percentage basis, each of the implied exchange ratios derived from historical trading prices. The results of this analysis are presented in the table below under the caption “Premium (Discount) to Implied Exchange Ratio.”


			Premium (Discount)
	Implied		to Implied
Historical Period	Exchange Ratio		Exchange Ratio

As of February 6, 2004		0.90		57	%
1 Month Average		1.03		37	%
3 Month Average		1.24		13	%
6 Month Average		1.34		5	%
12 Month Average		1.61		(13	)%
Since December 12, 2001*		1.61		(13	)%


*	Date of NetScreen initial public offering.

Pro Forma Analysis. Goldman Sachs prepared pro forma analyses of the financial impact of the merger using estimates provided by Juniper Networks’ management. Goldman Sachs compared the estimated cash earnings per share of Juniper Networks on a stand-alone basis to the estimated cash earnings per share for the

combined company. The analyses were based on a base case scenario for each of the companies and an alternative case scenario for each of the companies, in each case prepared by Juniper Networks’ management. Cash earnings per share is net earnings from continuing operations excluding such items as in-process research and development expenses, amortization of purchased intangibles and deferred stock compensation, and any other non-cash or other charges unrelated to ongoing operations. Goldman Sachs analyzed cash earnings per share on a basis which excluded purchase accounting adjustments consisting of deferred revenue amortization of intangibles and deferred compensation. Based on such analysis, under both the base case and the alternative case scenario for the combined company, the proposed transaction would be accretive to estimated calendar year 2004 cash earnings per share of Juniper Networks common stock. Goldman Sachs also analyzed earnings per share on a basis which included purchase accounting adjustments consisting of deferred revenue, amortization of intangibles and deferred compensation. Based on such analysis, under the base case scenario for the combined company, the proposed transaction would be significantly dilutive to estimated calendar year 2004 earnings per share of Juniper Networks common stock.

Contribution Analysis. Goldman Sachs reviewed specific historical and estimated future operating and financial information including, among other things, revenues, gross profit, earnings before interest and taxes, or EBIT, earnings before taxes, or EBT, and net income as well as fully diluted equity market capitalization for Juniper Networks, NetScreen and the combined entity resulting from the merger based on Juniper Networks management’s base case scenario. This analysis indicated that Juniper Networks stockholders would own 75.5% of the common equity of the combined company following consummation of the transaction. Goldman Sachs also performed a contribution analysis in which Goldman Sachs analyzed the relative contributions to be made by Juniper Networks and NetScreen to the revenue, gross profit, EBIT and EBT of the combined company following consummation of the transaction, before taking into account any of the possible benefits that may be realized following the merger, and, where appropriate, after making adjustments to the capital structure of each of the companies. This analysis was based on financial data and on the assumptions provided to Goldman Sachs by Juniper Networks management and based on the closing price of Juniper Networks common stock of $29.47 and the closing price of NetScreen common stock of $26.40 on February 6, 2004. The following table presents the results of this analysis:



		Implied Ownership
		Based on Contribution to the
		Combined Company

		Juniper Networks			NetScreen

Revenue
	CY2003A		71.8	%		28.2	%
	CY2004E — Base Case		69.3	%		30.7	%
	CY2004 — Alternative Case		70.1	%		29.9	%
Gross Profit
	CY2003A		67.2	%		32.8	%
	CY2004E — Base Case		66.1	%		33.9	%
	CY2004E — Alternative Case		67.0	%		33.0	%
EBIT
	CY2003A		57.3	%		42.7	%
	CY2004E — Base Case		68.8	%		31.2	%
	CY2004E — Alternative Case		71.0	%		29.0	%
EBT
	CY2003A		49.9	%		31.5	%
	CY2004E — Base Case		68.5	%		31.5	%
	CY2004E — Alternative Case		71.0	%		29.0	%



		Implied Ownership
		Based on Contribution to the
		Combined Company

		Juniper Networks			NetScreen

Net Income
	CY2003A		52.6	%		47.4	%
	CY2004E — Base Case		70.8	%		29.2	%
	CY2004 — Alternative Case		73.2	%		26.8	%

Selected Companies Analysis. Goldman Sachs reviewed and compared certain financial information for Juniper Networks and NetScreen to corresponding financial information, ratios and public market multiples for selected publicly traded companies in the broad systems and enterprise data infrastructure industries as well as for companies that are category leaders in the communications equipment industry. The following table sets forth the names of these companies:


Broad Systems Companies	Category Leaders	Enterprise Data Infrastructure

Alcatel S.A.	CIENA Corporation	3Com Corporation
Cisco Systems, Inc.	Juniper Networks, Inc.	Enterasys Networks, Inc.
LM Ericsson Telefon AB	NetScreen Technologies, Inc.	Extreme Networks, Inc.
Lucent Technologies Inc.	QUALCOMM Incorporated	F5 Networks, Inc.
Motorola, Inc.	Sonus Networks, Inc.	Foundry Networks, Inc.
Nokia Corporation		Netgear, Inc.
Nortel Networks Corporation		Packeteer, Inc.
Siemens Aktiengesellschaft		Polycom, Inc.
		SonicWall, Inc.
		WatchGuard Technologies, Inc.

Although none of the selected companies is directly comparable to Juniper Networks or NetScreen, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of Juniper Networks and NetScreen.

Goldman Sachs also calculated and compared various financial multiples and ratios based on financial data as of February 6, 2004, information it obtained from Securities and Exchange Commission filings and Institutional Brokers Estimate System, or IBES, estimates. The multiples and ratios of Juniper Networks, NetScreen and the selected companies were calculated using closing prices on February 6, 2004, IBES median estimates and the most recent publicly available information for Juniper Networks, NetScreen and the selected companies. With respect to the selected companies, Goldman Sachs calculated:


	•	the ratio of the stock price to estimated calendar years 2004, 2005 and 2006 earnings per share;

	•	the ratio of (i) the ratio of the stock price to estimated calendar year 2005 earnings per share to (ii) the five-year forecasted compound annual growth rate of earnings per share;

	•	enterprise value, which is the market value of common equity plus the book value of debt, adjusted for minority interest, less cash, as a multiple of estimated calendar year 2004, 2005 and 2006 revenue; and

	•	latest 12 month, or LTM, gross margin.

With respect to the broad systems industry and the category leaders, Goldman Sachs also calculated the growth rate of estimated calendar year 2005 revenue over estimated calendar year 2004 revenue. The results of the analyses described above are summarized as follows:

Price/Earnings

per Share

Ratio to

5-Year

Compound

Price/Earnings

Annual

Enterprise Value as a Multiple

2004-2005

LTM Gross

per Share Ratio

Growth Rate

of Revenue

Growth Rate

Margin

CY2004

CY2005

CY2006

CY2004

CY2005

CY2006

Broad Systems Companies

Range

17.7x-45.2x

15.9x-36.7x

14.8x-32.9x

1.4x-9.2x

0.8x-7.0x

0.7x-6.3x

0.7x-5.6x

3.9%-11.5%

28.1%-69.9%

Mean

32.5x

27.2x

25.2x

3.6x

2.6x

2.4x

2.2x

7.7%

38.4%

Median

35.1x

28.9x

26.0x

2.9x

2.3x

2.1x

2.0x

6.9%

32.9%

Category Leaders

Range

35.2x-97.6x

31.4x-58.9x

25.8x-41.8x

1.2x-2.9x

5.5x-13.2x

4.3x-10.8x

3.4x-8.2x

9.8%-30.0%

20.8%-77.1%

Mean

63.9x

43.1x

34.3x

2.0x

8.9x

7.3x

6.0x

22.6%

56.5%

Median

61.4x

41.0x

34.8x

1.9x

9.9x

8.1x

6.2x

22.8%

61.5%

Juniper Networks

81.9x

58.9x

41.8x

2.9x

13.2x

10.8x

8.2x

22.3%

61.5%

NetScreen

40.9x

31.4x

25.9x

1.2x

5.5x

4.3x

3.4x

28.3%

77.1%

Enterprise Data Infrastructure

Range

31.1x-83.7x

23.2x-48.9x

19.0x-76.1x

1.1x-3.0x

1.4x-6.8x

1.2x-5.7x

1.0x-4.8x

26.8%-76.9%

Mean

46.9x

36.1x

35.7x

2.0x

3.5x

2.9x

2.3x

55.3%

Median

37.3x

34.5x

27.7x

2.2x

2.7x

2.3x

1.7x

59.3%

Goldman Sachs calculated the ratio of NetScreen’s stock price of $41.38, implied by the exchange ratio of 1.404 shares of Juniper Networks common stock for each share of NetScreen common stock pursuant to the merger agreement and the Juniper Networks common stock closing stock price of $29.47 as of February 6, 2004, to NetScreen’s estimated calendar year 2004 and 2005 earnings per share based on the most recent publicly available financial information for NetScreen and IBES median estimates. Based on such analysis, the ratio of NetScreen’s implied stock price of $41.38 to estimated calendar year 2004 and 2005 earnings per share was 64.1x and 49.2x, respectively.

Goldman Sachs also calculated the ratio of NetScreen’s enterprise value implied by the exchange ratio as a multiple of NetScreen’s estimated calendar year 2004 and 2005 revenue based on the most recent publicly available financial information for NetScreen and IBES median estimates. Based on such analysis, NetScreen’s enterprise value implied by the exchange ratio was $3.8 billion. NetScreen’s implied enterprise value as a multiple of NetScreen’s estimated calendar year 2004 and 2005 revenue was 9.4x and 7.3x, respectively.

Premium Analysis. Goldman Sachs analyzed 36 business combinations since 1986 in the communications equipment industry for transactions valued at over $1 billion with respect to the premium paid on the acquired company’s common stock relative to its share price one week prior to announcement. This analysis indicated a range of average premiums from 7% to 110%. The average premium paid, excluding the contemplated transaction which would represent a premium of 59%, was 41%.

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 Networks or NetScreen or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Juniper Networks board of directors as to the fairness from a financial point of view of the transaction. These analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based on 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 Networks, NetScreen, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

As described above, Goldman Sachs’ opinion to the Juniper Networks board of directors was one of many factors taken into consideration by Juniper Networks 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 D.

Goldman Sachs and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions, as well as for estate, corporate and other purposes. Goldman Sachs has provided from time to time and currently is providing certain investment banking services to Juniper Networks, including:


	•	having acted as lead manager in its initial public offering of 4.8 million shares of its common stock in June 1999;

	•	having acted as lead manager in its public offering of 5.0 million shares of its common stock in September 1999;

	•	having acted as lead manager in its public offering of $1.15 billion aggregate principal amount of 4.75% Convertible Subordinated Notes due March 15, 2007 in March 2000;

	•	having acted as exclusive financial advisor to it in connection with its acquisition of Unisphere Networks, Inc., a majority owned subsidiary of Siemens Corporation, in July 2002;

	•	having assisted it in connection with the repurchase of approximately $607.9 million aggregate principal amount of 4.75% Convertible Subordinated Notes due March 15, 2007 from August 2002 through August 2003;

	•	having assisted it in connection with the sale of certain public securities holdings in April 2003; and

	•	having acted as lead manager in its public offering of $400 million aggregate principal amount of Zero Coupon Convertible Senior Notes due June 15, 2008 in May 2003.

In addition, Goldman Sachs has provided certain investment banking services to NetScreen from time to time, including having acted as lead manager in its initial public offering of 11.5 million shares of its common stock in December 2001. Goldman Sachs also may provide investment banking and other services to Juniper Networks and NetScreen in the future. In connection with the above-described investment banking services Goldman Sachs has received, and may receive, compensation.

Goldman Sachs is a full service securities firm engaged, either directly or through its affiliates, in securities trading, investment management, financial planning and benefits counseling, risk management, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, Goldman Sachs and its affiliates may actively trade the debt and equity securities (or related derivative securities) of Juniper Networks and NetScreen for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities.

Pursuant to a letter agreement dated September 3, 2003, Juniper Networks engaged Goldman Sachs to act as its financial advisor in connection with the contemplated transaction. Pursuant to the terms of this engagement letter, Juniper Networks has agreed to pay Goldman Sachs a transaction fee of $9.5 million,

$2.375 million of which was payable upon execution of the merger agreement and the balance of which is payable upon consummation of the transaction. In addition, Juniper Networks has agreed to reimburse Goldman Sachs for its reasonable 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.

NetScreen’s Reasons for the Merger; Additional Considerations of the NetScreen Board of Directors

NetScreen’s board of directors believes that the combination of Juniper Networks and NetScreen will create a stronger company able to offer best-in-class security and networking solutions to communication service providers and enterprise customers. NetScreen’s board of directors also believes that combining the complementary product sets, development efforts and distribution channels of Juniper Networks and NetScreen will enable the combined company to reach a broader customer base, compete more effectively against larger competitors and accelerate the development of networking equipment with embedded security.

In reaching its conclusion that the combination of Juniper Networks and NetScreen, and the terms of the merger agreement, are advisable, fair to, and in the best interests of, NetScreen and its stockholders, the board of directors of NetScreen consulted with NetScreen’s management team regarding the strategic and operational aspects of the merger and the results of the strategic, business and operational due diligence efforts undertaken by management. Additionally, the NetScreen board of directors sought and received JPMorgan’s opinion as to the fairness, from a financial point of view, to NetScreen’s stockholders of the proposed exchange ratio. The NetScreen board of directors also consulted with NetScreen’s internal counsel and with representatives of Fenwick & West regarding the fiduciary duties of the members of the NetScreen board of directors, legal due diligence matters and the terms of the merger agreement and related agreements. The NetScreen board of directors considered many factors which, when taken as a whole, supported its decision, including the following business considerations:


	•	the complementary nature of the existing technologies and products of Juniper Networks and NetScreen, combining NetScreen’s ASIC-based network security offerings with Juniper Networks’ IP-based networking products, and the potential for the combined company to have significantly enhanced bundled product offerings and revenue opportunities;

	•	the prospect for an improved competitive and market position for the combined company which could offer a broad set of integrated security-based networking solutions to carrier network, service provider, enterprise and other customers, including new customers in new market segments;

	•	the combined and, in large part, non-overlapping customer bases of the two companies — NetScreen predominantly in the enterprise market, and Juniper Networks’ concentration in the service provider and carrier network markets — have the potential for increased revenue opportunities and expanded distribution channels for each company’s products; and

	•	the combined financial strength and resources of the two companies may enhance its ability to respond more quickly and effectively to increased competition and demands in important market segments.

The NetScreen board of directors also considered a number of additional factors relevant to the merger, including the following:


	•	historical information concerning NetScreen’s and Juniper Networks’ respective businesses, financial performances and financial conditions, operations, technology, managements and competitive positions, including reports concerning results of operations during recent fiscal periods;

	•	the financial condition, results of operations, businesses and strategic objectives of NetScreen and Juniper Networks before and after giving effect to the merger and the merger’s potential effect on stockholder value;

	•	the potential effect on stockholder value of NetScreen continuing as an independent entity as compared to the potential effect of a combination with Juniper Networks in light of the other possible strategic alternatives the NetScreen board of directors examined;


	•	that based on the exchange ratio and the closing prices of Juniper Networks and NetScreen common stock on February 6, 2004, $41.38 in value was being offered for each share of NetScreen common stock in the merger, representing a 56.7% premium to the closing price of NetScreen common stock on February 6, 2004, the last trading day prior to public announcement of the merger, a 54.8% premium to the average closing price of NetScreen common stock for the 30 consecutive trading day period prior to February 6, 2004, a 61.8% premium to the 60 day average and a 38.5% premium to the highest closing price for NetScreen common stock during the 52-week period prior to February 6, 2004. The NetScreen board of directors also considered current financial market conditions and historical market prices, volatility and trading information with respect to NetScreen and Juniper Networks common stock;

	•	that NetScreen will continue to participate in the strategic direction of the combined company through participation on the Juniper Networks’ management team and board of directors;

	•	the operating challenges, opportunities and prospects of NetScreen as an independent company; and

	•	the financial analysis presented by JPMorgan to the NetScreen board of directors and JPMorgan’s opinion as more fully described under the section entitled “— Opinion of NetScreen Financial Advisor” beginning on page 50 of this joint proxy statement/ prospectus as to the fairness, from a financial point of view, of the exchange ratio in the merger to holders of NetScreen common stock.

The NetScreen board of directors considered the structure of the merger and the terms of the merger agreement, including the parties’ representations, warranties and covenants, the conditions to their respective obligations to complete the transaction, and considered, among others, the following factors:


	•	the merger is structured and intended to qualify as a “reorganization” for United States federal income tax purposes so, generally, the consideration to be received by NetScreen stockholders in the merger (except for the cash received in lieu of fractional shares of Juniper Networks common stock) will not be subject to income tax until the disposition of the Juniper Networks common stock received by stockholders pursuant to the merger;

	•	shares of Juniper Networks common stock issued to NetScreen stockholders will be registered on Form S-4 and will be freely tradeable for all but certain affiliates of NetScreen;

	•	the terms of the merger agreement, including the conditions to closing, and Juniper Networks’ right to terminate the merger agreement;

	•	NetScreen’s rights under the merger agreement to consider unsolicited acquisition proposals and to change its recommendation to NetScreen stockholders to adopt the merger agreement should NetScreen receive a superior proposal, and the limited number of NetScreen shares that would be covered by voting agreements and proxies;

	•	the likelihood of obtaining regulatory approval, including antitrust clearance; and

	•	the fact that, under the merger agreement, each option outstanding under NetScreen’s stock option plans will be assumed by Juniper Networks.

The NetScreen board of directors also identified and considered a number of uncertainties, risks and potentially negative factors in its deliberations concerning the merger, including:


	•	the volatility of the trading prices of Juniper Networks common stock, including the fact that the exchange ratio for the share consideration to be received by NetScreen stockholders is fixed and will not increase in the event of a decline in the trading price of Juniper Networks common stock or an increase in the trading price of NetScreen common stock;

	•	the risk that the potential benefits of the merger might not be realized;

	•	the possibility that the merger might not be consummated, even if approved by NetScreen’s stockholders, and the effect of the public announcement and pendency of the merger on NetScreen’s sales, operating results, stock price, customers, supplies, employees, partners and other constituencies;


	•	the risks of integrating the business of NetScreen and Juniper Networks and the potential management, customer, supplier, partner and employee disruption that may be associated with the merger;

	•	certain risks and liabilities related to Juniper Networks including contingent liabilities such as litigation matters involving Juniper Networks;

	•	the risks of diverting management’s focus and resources from other strategic opportunities and from operational matters while working to implement the merger with Juniper Networks;

	•	the $150 million termination fee payable to Juniper Networks upon the occurrence of certain events, and the potential effect of such factors in deterring other potential acquirors from proposing an alternative transaction that may be more advantageous to NetScreen stockholders;

	•	the interests that NetScreen’s executive officers and directors may have with respect to the merger in addition to their interests as NetScreen stockholders. See “— Interests of Certain Persons in the Merger — Interests of NetScreen Executive Officers and Directors in the Merger” beginning on page 55 of this joint proxy statement/ prospectus for a more complete discussion of these interests; and

	•	various other applicable risks associated with the combined company and the merger, including those described under the section entitled “Risk Factors” beginning on page 17 of this joint proxy statement/ prospectus.

After due consideration, the NetScreen board of directors concluded that overall, the risks, uncertainties, restrictions and potentially negative factors associated with the merger were outweighed by the potential benefits of the transaction, and that many of these risks could be managed or mitigated by NetScreen or by the combined company or were unlikely to have a material adverse impact on the merger or the combined company.

The foregoing information and factors considered by the NetScreen board of directors are not intended to be exhaustive but are believed to include all of the material factors considered by the NetScreen board of directors. In view of the variety of factors and the amount of information considered, the NetScreen’s board of directors did not find it practicable to, and did not, quantify, rank or otherwise assign relative weights to the specific factors it considered in approving the merger agreement and the NetScreen merger. In addition, individual members of NetScreen’s board of directors may have given different weights to different factors. The NetScreen board of directors considered all of these factors as a whole, and overall considered them to be favorable to and to support its determination.

Recommendation of the NetScreen Board of Directors

After careful consideration and based on the foregoing analysis, the NetScreen board of directors, on February 8, 2004, determined that the terms of the merger agreement and the merger are advisable, fair to and in the best interests of, NetScreen and its stockholders and unanimously approved the merger agreement and the merger. The NetScreen board of directors unanimously recommends that the stockholders of NetScreen vote “FOR” the adoption of the merger agreement.

In considering the recommendation of the NetScreen board of directors with respect to the merger agreement and the merger, NetScreen stockholders should be aware that the directors and executive officers of NetScreen may receive benefits if the merger is completed, which results in those persons having interests in the merger that are different from, or are in addition to, the interests of NetScreen stockholders. See “— Interests of Certain Persons in the Merger — Interests of NetScreen Executive Officers and Directors in the Merger” beginning on page 55 of this joint proxy statement/ prospectus.

Opinion of NetScreen Financial Advisor

Pursuant to an engagement letter dated January 26, 2004, JPMorgan was retained as the exclusive financial advisor to NetScreen in connection with the proposed merger.

At a meeting of the NetScreen board of directors held on February 8, 2004, JPMorgan rendered its oral opinion to the board of directors that, as of that date, the exchange ratio in the proposed merger was fair, from a financial point of view, to NetScreen stockholders. JPMorgan subsequently confirmed its oral opinion in a written opinion dated as of February 8, 2004. No limitations were imposed by the NetScreen board of directors upon JPMorgan with respect to the investigations made or procedures followed by it in rendering its opinion.

The full text of the written opinion of JPMorgan, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex E to this joint proxy statement/prospectus and is incorporated herein by reference. You are urged to read the opinion carefully and in its entirety. JPMorgan’s written opinion is addressed to the NetScreen board of directors, is directed only to the fairness, from a financial point of view, of the exchange ratio in the merger to NetScreen stockholders and does not constitute a recommendation as to how to vote on the merger agreement or any matter related to the merger at the NetScreen special meeting. This summary of the opinion of JPMorgan is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, JPMorgan, among other things:


	•	reviewed a draft of the merger agreement in substantially final form;

	•	reviewed certain publicly available business and financial information concerning NetScreen and Juniper Networks and the industries in which each company operates;

	•	compared the proposed financial terms of the merger with the publicly available financial terms of certain transactions involving companies it deemed relevant and the consideration received for such companies;

	•	compared NetScreen’s and Juniper Networks’ financial and operating performance with publicly available information concerning certain other companies it deemed relevant and reviewed the current and historical market prices of NetScreen common stock and Juniper Networks common stock and certain publicly traded securities of such other companies;

	•	reviewed various internal financial analyses and forecasts prepared by NetScreen’s management relating to its business;

	•	held discussions with various members of NetScreen’s management and Juniper Networks’ management with respect to certain aspects of the merger, NetScreen’s and Juniper Networks’ past and current business operations, NetScreen’s and Juniper Networks’ financial condition and future prospects and operations, the effects of the merger on the financial condition and future prospects of NetScreen and Juniper Networks, and various other matters JPMorgan believed necessary or appropriate to its inquiry; and

	•	performed such other financial studies and analyses and considered such other information as it deemed appropriate.

JPMorgan relied upon and assumed, without independent verification, the accuracy and completeness of all information that was publicly available or that was furnished to it by NetScreen and Juniper Networks or otherwise reviewed by JPMorgan, and JPMorgan has not assumed any responsibility or liability therefor. JPMorgan did not conduct any valuation or appraisal of any assets or liabilities, nor were any valuations or appraisals provided to JPMorgan. JPMorgan expressed no opinion regarding the liquidation value of NetScreen or Juniper Networks. Without limiting the generality of the foregoing, JPMorgan did not undertake an independent analysis of any owned or leased real estate, or any pending or threatened litigation, possible unasserted claims or other contingent liabilities, to which NetScreen or Juniper Networks or any of their respective affiliates is a party or may be subject, and its opinion made no assumption concerning and therefore did not consider the possible assertion of claims, outcomes or damages arising out of any such matters. In relying on financial analyses and forecasts provided, JPMorgan assumed that they had been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by NetScreen’s management as to the expected future results of operations and financial condition of NetScreen.

JPMorgan also assumed that the merger will qualify as a tax-free reorganization for United States federal income tax purposes, and that the other transactions contemplated by the merger agreement will be completed as described therein. JPMorgan relied as to all legal matters relevant to rendering its opinion upon the advice of counsel. JPMorgan also assumed that the merger would be consummated pursuant to the terms of the draft merger agreement reviewed by it without material modification thereto and without waiver by any party of any of the material conditions or obligations thereunder. JPMorgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on NetScreen or Juniper Networks or on the contemplated benefits of the merger.

JPMorgan’s opinion is based on economic, market and other conditions as in effect on, and the information made available to JPMorgan as of, the date of its opinion. Subsequent developments may affect its opinion, and JPMorgan does not have any obligation to update, revise or reaffirm its opinion. JPMorgan’s opinion was limited to the fairness, from a financial point of view, of the exchange ratio to be received by NetScreen stockholders in the proposed merger and JPMorgan expressed no opinion as to NetScreen’s underlying decision to enter into the merger agreement. JPMorgan expressed no opinion as to the price at which Juniper Networks common stock will trade at any future time, whether before or after the closing of the merger.

In accordance with customary investment banking practice, JPMorgan employed generally accepted valuation methods in reaching its opinion. The following is a summary of the material financial analyses utilized by JPMorgan in connection with providing its opinion.

Comparable Trading Multiples. Using publicly available information, JPMorgan compared selected financial data of NetScreen with similar data for selected publicly traded companies engaged in businesses that JPMorgan judged to be analogous to NetScreen. The companies selected by JPMorgan were Check Point Software Technologies, Ltd., Internet Security Systems, Inc., Network Associates, Inc., RSA Security, Inc., Symantec Corporation and Websense, Inc.

Using publicly available information, JPMorgan compared selected financial data of Juniper Networks with similar data for selected publicly traded companies engaged in businesses that JPMorgan judged to be analogous to Juniper Networks. The companies selected by JPMorgan were Alcatel S.A., Cisco Systems, Inc., LM Ericsson Telefon AB, Lucent Technologies, Inc., Motorola, Inc., Nokia Corporation and Nortel Networks Corporation.

For each comparable company, JPMorgan used estimates of calendar year 2004 results published in publicly available equity analyst research reports. JPMorgan selected the median for each multiple, specifically: calendar year 2004 price/earnings ratio and calendar year 2004 PEG ratio. The price/earnings ratio (“P/E”) of a company is equal to the stock price divided by earnings per share. The PEG ratio is equal to price/earnings divided by the company’s long-term EPS growth rate multiplied by 100. JPMorgan applied a range equal to the median multiple, listed in the chart below as “Low,” and the high multiple of the peer group to calculate the implied equity value per share of NetScreen and Juniper Networks using calendar year 2004 EPS and long-term EPS growth rate estimates included in publicly available equity analyst research reports.

JPMorgan then calculated the implied exchange ratio by dividing the share price derived from the lower end of the NetScreen range by the share price derived from the lower end of the Juniper Networks range, and the share price of the higher end of the NetScreen range by the share price of the higher end of the Juniper Networks range. The results of the analysis were as follows:

NetScreen Technologies

Juniper Networks

Implied

Multiple Range

Exchange Ratio

Low

High

Low

High

Low

High

Calendar Year 2004 P/E

29.2x

40.9x

36.8x

60.8x

1.15x

1.36x

Calendar Year 2004 PEG Ratio

1.7x

2.6x

3.7x

4.1x

1.06x

1.47x

Because of inherent differences between the businesses, operations and prospects of NetScreen, Juniper Networks and the other companies listed above, JPMorgan believes that a purely quantitative analysis of the

selected companies without considering complex qualitative judgments concerning differences between the financial and operating characteristics of NetScreen, Juniper Networks and the selected companies would not be meaningful in the context of the merger.

Discounted Cash Flow Analysis. JPMorgan conducted a discounted cash flow analysis for the purpose of determining the diluted equity value per share for NetScreen common shares. JPMorgan calculated the unlevered free cash flows that NetScreen is expected to generate during calendar years 2004 through 2008 based upon financial projections from equity research reports (for 2004 and 2005) and input from NetScreen’s management team for 2006 through 2008. JPMorgan also calculated a range of terminal asset values at the end of the forecast period ending December 31, 2008 based on the final year free cash flow and a perpetuity growth range of 5.5% to 6.5%. The unlevered free cash flows and the range of terminal asset values were then discounted to present values using a range of discount rates from 9.5% to 11.5%, which were selected by JPMorgan based upon an analysis of the weighted average cost of capital of NetScreen. The discounted cash flow analysis indicated an implied per share equity value for NetScreen common stock ranging approximately from $21.22 to $37.72.

JPMorgan also conducted a discounted cash flow analysis for the purpose of determining the diluted equity value per share for Juniper Networks common stock. JPMorgan calculated the unlevered free cash flows that Juniper Networks is expected to generate during calendar years 2004 through 2008 based upon financial projections from equity research reports (for 2004 and 2005) and input from NetScreen’s management team for 2006 through 2008. JPMorgan also calculated a range of terminal asset values at the end of the forecast period ending December 31, 2008 based on the final year free cash flow and a perpetuity growth range of 9.0% to 10.0%. The unlevered free cash flows and the range of terminal asset values were then discounted to present values using a range of discount rates from 12.0% to 14.0%, which were selected by JPMorgan based upon an analysis of the weighted average cost of capital of Juniper Networks. The discounted cash flow analysis indicated an implied per share equity value for Juniper Networks common stock ranging approximately from $15.27 to $34.50.

Relative Contribution Analysis. JPMorgan reviewed and analyzed the relative contributions to be made by NetScreen and Juniper Networks to the combined company based upon stand-alone operating results published in publicly available equity analyst research reports for both NetScreen and Juniper Networks. JPMorgan calculated NetScreen’s implied equity value based on its calendar year 2005 net income contribution to Juniper Networks’ projected net income, assuming NetScreen’s implied market capitalization would contribute in the same proportions to Juniper Networks’ diluted market capitalization as of February 6, 2004. JPMorgan calculated NetScreen’s implied enterprise value based on its calendar year 2005 free cash flows contribution to Juniper Networks’ projected calendar year 2005 free cash flows, assuming NetScreen’s implied enterprise value would contribute in the same proportions to Juniper Networks’ enterprise value as of February 6, 2004. NetScreen’s implied market capitalization was derived from the implied enterprise value after subtracting NetScreen’s net debt. The implied share price was then calculated by dividing the implied equity value by the shares outstanding. The following table outlines the implied exchange ratio for the given operating result:


	Operating Result Implied
	Exchange Ratio

Calendar Year 2005 Net Income		1.35x
Calendar Year 2005 Free Cash Flow		1.44x

Historical Exchange Ratio Analysis. JPMorgan analyzed the historical trading price of NetScreen common stock relative to Juniper Networks common stock based on closing prices between February 7, 2003 and February 6, 2004.

JPMorgan determined that the historical exchange ratio for the past year, calculated as the average of the quotient of the closing price per common share of NetScreen divided by the closing price per share of Juniper Networks for each trading day in the period, was equal to approximately 1.61x of a share of NetScreen for each share of Juniper Networks. The average exchange ratio was approximately 1.34x for the past six months, approximately 1.24x for the past three months, and approximately 1.09x for the past 30 trading days. The natural exchange ratio as of February 6, 2004 was approximately 0.90x.


			Premium Based Upon
Reference			Exchange Ratio of 1.404x
Period	Average Exchange Ratio		vs. Average Exchange Ratio

As of February 6, 2004		0.90x		57	%
Last 30 Trading Days		1.10x		27	%
Last Three Calendar Months		1.24x		13	%
Last Six Calendar Months		1.34x		5	%
Last 12 Calendar Months		1.61x		(13	)%

The summary set forth above does not purport to be a complete description of the analyses or data presented by JPMorgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. JPMorgan believes that the summary set forth above and its analyses must be considered as a whole and that selecting portions thereof, without considering all of its analyses, could create an incomplete view of the processes underlying its analyses and opinion. JPMorgan based its analyses on assumptions that it deemed reasonable, including assumptions concerning general business and economic conditions and industry-specific factors. The other principal assumptions upon which JPMorgan based its analyses are set forth above under the description of each such analysis. JPMorgan’s analyses are not necessarily indicative of actual values or actual future results that might be achieved, which values may be higher or lower than those indicated. Moreover, JPMorgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be bought or sold.

As a part of its investment banking business, JPMorgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. JPMorgan was selected to deliver an opinion to the NetScreen Board of Directors with respect to the merger on the basis of such experience and its familiarity with NetScreen.

Pursuant to a letter agreement dated January 26, 2004, NetScreen has agreed to pay JPMorgan a transaction fee equal to the product of 0.225% multiplied by (i) the value of the shares of Juniper Networks common stock to be received by NetScreen stockholders and option holders in the merger and (ii) the principal amount of all indebtedness of NetScreen outstanding immediately prior to consummation of the merger, including any capital lease obligations; provided that such transaction fee will not be less than $8 million. The value of the shares of Juniper Networks common stock to be received by NetScreen stockholders and option holders in the merger will be determined based upon the average of the last sale prices for such shares of Juniper Networks common stock on the Nasdaq National Market for the 10 trading days ending on the last business day preceding the closing of the merger. NetScreen is not obligated to pay the transaction fee to JPMorgan unless the merger is consummated. The transaction fee includes an opinion fee of $500,000 which will be credited against the transaction fee. JPMorgan’s opinion fee is not contingent upon the consummation of the merger. In addition, NetScreen has agreed to reimburse JPMorgan for reasonable expenses incurred by JPMorgan in connection with its services, including reasonable fees and disbursements of counsel, and will indemnify JPMorgan against certain liabilities, including liabilities arising under the federal securities laws.

JPMorgan Chase & Co. or its predecessor entities have provided investment banking services to NetScreen in the past in unrelated transactions for which it received customary fees, including acting as an underwriter in the December 12, 2001 initial public offering of NetScreen common stock. JPMorgan Chase &

Co. writes research on NetScreen and makes a market in NetScreen common stock. In the ordinary course of business, JPMorgan Chase & Co. and its affiliates may actively trade the securities of NetScreen or Juniper Networks for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities.

Interests of Certain Persons in the Merger

Interests of NetScreen Executive Officers and Directors in the Merger

NetScreen stockholders considering the recommendation of the NetScreen board of directors regarding the merger should be aware that all of NetScreen’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of stockholders generally. The board of directors of NetScreen was aware of and considered these potentially conflicting interests when they approved the merger and the transactions contemplated by the merger documents.


	*Accelerated Vesting of Stock Options and Restricted Stock*

In the merger, all outstanding NetScreen stock options will be assumed by Juniper Networks and become options to purchase shares of Juniper Networks common stock, and NetScreen restricted stock also will be converted into restricted stock of Juniper Networks. In addition, Juniper Networks is assuming various agreements that have been made between NetScreen and its executive officers and directors that provide for the acceleration of vesting of unvested stock options and unvested shares of restricted stock upon certain events.

Robert D. Thomas, Feng Deng, Remo E. Canessa, David K. Flynn, Charles R. Clark, Mark S. Smith, Anson Chen, Robert Beaulieu and Krishna Kolluri have agreements with NetScreen that provide if such executive officer is terminated without “Cause,” as defined below, in connection with the merger of NetScreen with Juniper Networks, then upon such termination, 50% of the executive officer’s unvested options and restricted stock as of the closing of the merger will be immediately vested and exercisable. Please see the chart below for additional detail on each executive officer’s currently outstanding vested and unvested options and shares of restricted stock. “Cause” for purpose of these agreements means: (i) willfully engaging in gross misconduct that is materially and demonstrably injurious to the employer; (ii) willful act or acts of dishonesty undertaken by the executive officer and intended to result in substantial gain or personal enrichment for the executive officer at the expense of the employer; or (iii) willful and continued failure to substantially perform the executive officer’s duties with the employer or its successor (other than incapacity due to physical or mental illness); provided that the action or conduct described in clause (iii) above will constitute “Cause” only if such failure continues after the executive officer’s employer’s board of directors has provided the executive officer with a written demand for substantial performance setting forth in detail the specific respects in which it believes the executive officer has willfully and not substantially performed the executive officer’s duties thereof and a reasonable opportunity (to be not less than 30 days) to cure the same. In addition, a termination by the employer without Cause includes a voluntary termination of employment by the executive officer within 30 days after any of the following events: (i) the assignment of any duties to the executive officer inconsistent with, or reflecting a materially adverse change in, the executive officer’s position, duties or responsibilities with the employer (or any successor) without the executive officer’s concurrence; or (ii) the relocation of the employer’s principal executive offices, or relocation of the executive officer’s principal place of business, in excess of 50 miles from the executive officer’s place of business in Sunnyvale, California.

In addition, as part of NetScreen’s acquisition of Neoteris, Inc., Mr. Kolluri entered into an employment agreement with NetScreen that provides that, with respect to options and restricted stock issued to Mr. Kolluri by Neoteris and assumed by NetScreen (along with, as of February 6, 2004, up to $232,007.24 in cash payments associated with the assumed options and restricted stock payable by NetScreen to Mr. Kolluri), if Mr. Kolluri’s employment is terminated by his employer without “Cause,” as defined below, or is voluntarily terminated by Mr. Kolluri for “Good Reason,” as defined below, on or before November 14, 2005, then Mr. Kolluri will receive 24 months of vesting acceleration of such options, restricted stock and cash upon his termination, as well as six months severance and continuation for six months of company paid health benefits.

Following November 14, 2005, if Mr. Kolluri has not been terminated by his employer without “Cause” or voluntarily terminated his employment for “Good Reason,” then the options and restricted stock issued by Neoteris and assumed by NetScreen (along with the amortized cash payments) shall be subject to the same acceleration of vesting terms as applied to all other options and shares of restricted stock owned by Mr. Kolluri and the other executive officers of NetScreen as described in the preceding paragraph. “Cause” is defined as: (i) the willful act of fraud, embezzlement, dishonesty or other misconduct that materially damages the employer; (ii) the willful failure to perform duties, to follow policy as set forth in writing from time to time or to follow the directives of the employer’s chief executive officer or board of directors (other than failure to meet performance goals, objectives or measures), in each case in a manner that results in material damage to the employer, that is not corrected within 30 days following written notice thereof by the employer’s board of directors, such notice to state with specificity the nature of the failure; provided that if such failure cannot be reasonably corrected within 30 days of written notice thereof, correction shall be commenced within such period and may be corrected within a reasonable period thereafter with the length of such period to be determined in good faith by the employer’s board of directors; (iii) misappropriation of any of material assets of the employer; (iv) conviction of, or plea of guilty or no contest to, a felony or a misdemeanor involving dishonesty or moral turpitude under the laws of the United States or any state thereof; (v) willful and material breach of any agreement with the employer, that is not corrected within 30 days following written notice thereof by the employer’s board of directors, such notice to state with specificity the nature of the breach; provided that if such breach cannot be reasonably corrected within 30 days of written notice thereof, correction shall be commenced within such period and may be corrected within a reasonable period thereafter with the length of such period to be determined in good faith by the board of directors; and (vi) willful use or unauthorized disclosure of any proprietary information or trade secrets of the employer or any other party to whom Mr. Kolluri owes an obligation of nondisclosure as a result of the relationship with the employer. “Good Reason” is defined as (i) a material reduction of Mr. Kolluri’s responsibilities following the acquisition of Neoteris by NetScreen or (ii) a material breach by the employer of its obligations to Mr. Kolluri under the agreement that is not corrected within 30 days following written notice thereof to the employer, such notice to state with specifically the nature of the failure; provided that if such failure cannot be reasonably corrected within 30 days of written notice thereof, correction shall be commenced by the employer with such period and may be corrected within a reasonable period thereafter. Please see the chart below for additional detail on Mr. Kolluri’s currently outstanding vested and unvested options and shares of restricted stock.

Frank J. Marshall, Alan L. Earhart, Michael L. Goguen, Katherine M. Jen, Thomas F. Mendoza and Victor E. Parker, Jr., constituting all of the non-employee members of NetScreen’s board of directors, each have stock option agreements with NetScreen providing that the options will immediately vest in full and be fully exercisable if the merger with Juniper Networks is completed. Please see the chart below for additional detail on each non-employee director’s currently outstanding vested and unvested options.

The following table identifies, for each NetScreen director and executive officer, as of February 6, 2004, the aggregate number of shares subject to outstanding options of NetScreen common stock and the aggregate number of outstanding unvested shares of NetScreen restricted stock subject to agreements between NetScreen and each such director or executive officer that contain the acceleration of vesting benefits described above, the aggregate number of shares subject to outstanding but unvested options of NetScreen common stock, the weighted average exercise price of outstanding stock options and that person’s relationship to NetScreen.

Aggregate

Weighted

Aggregate

Shares

Average

Aggregate

Shares

Subject

Exercise Price

Unvested

Subject to

Shares of

Options

Unvested

Outstanding

Restricted

Name

Outstanding

Options

Stock

Relationship to NetScreen

Robert D. Thomas

650,000

518,751

$18.16

41,667

President and Chief Executive Officer and Director

Feng Deng

235,000

21.32

10,417

Chief Strategy Officer and Director


				Aggregate			Weighted
	Aggregate			Shares			Average		Aggregate
	Shares			Subject			Exercise Price		Unvested
	Subject to			to			of		Shares of
	Options			Unvested			Outstanding		Restricted
Name	Outstanding			Options			Options		Stock			Relationship to NetScreen

Remo E. Canessa		420,000			315,629			11.15		0		Chief Financial Officer and Corporate Secretary
David K. Flynn		265,000			255,000			20.72		12,500		Vice President of Marketing
Charles R. Clark		160,000			156,667			21.16		7,292		Vice President of Operations
Mark S. Smith		265,000			255,000			20.72		14,584		Vice President of Worldwide Sales
Anson Chen		450,000			450,000			25.20		0		Vice President of Research and Development
Robert Beaulieu		225,000			225,000			25.08		0		Vice President of Customer Service
Krishna Kolluri		344,746	(1)		344,746	(1)		15.19		126,654	(2)	General Manager of Secure Access Products
Frank J. Marshall		20,000			5,279			15.68		0		Director (Chairman of the Board)
Alan L. Earhart		60,000			36,252			16.98		0		Director
Michael L. Goguen		20,000			5,279			15.68		0		Director
Katherine M. Jen		20,000			5,279			15.68		0		Director
Thomas F. Mendoza		20,000			5,279			15.68		0		Director
Victor E. Parker, Jr.		20,000			5,279			15.68		0		Director


(1)	Until November 14, 2005, an aggregate of 144,746 of the shares subject to options, which are the options assumed by NetScreen in the acquisition of Neoteris, are subject to the 24 month accelerated vesting period described above, after which time such options will be subject to the same acceleration of vesting provisions as applicable to all other outstanding options issued by NetScreen to Mr. Kolluri and the other executive officers of NetScreen as described above.

(2)	Until November 14, 2005, all 126,654 of the shares of restricted stock are subject to the 24 month accelerated vesting period described above.

Director and Officer Indemnification. The merger agreement provides that Juniper Networks will cause the surviving company:


	•	from and after the effective time of the merger, to fulfill and honor, subject to applicable law, NetScreen’s obligations under any indemnification agreements with its directors and officers that exist at the effective time of the merger and any indemnification provisions under NetScreen’s certificate of incorporation and bylaws that were in effect on the date of the merger agreement; and

	•	for a period of six years after the effective time of the merger, to maintain in effect, if available, directors’ and officers’ liability insurance covering those persons who are currently covered by NetScreen’s directors’ and officers’ liability insurance policy, on substantially similar terms to NetScreen’s policy; provided, however, that neither Juniper Networks nor the surviving corporation will be required to expend more than 200% of the annual premium currently paid by NetScreen for such coverage.

In addition, Juniper Networks has agreed to maintain in the certificate of incorporation and bylaws of the surviving corporation provisions relating to exculpation and indemnification that are at least as favorable to the indemnified directors and officers as those contained in NetScreen’s organizational documents that were in

effect on the date of the merger agreement, subject to applicable law, for a period of six years from the effective time.

Appointment of NetScreen Designee to Juniper Networks Board of Directors. Under the merger agreement, Juniper Networks has agreed to take all action necessary to appoint one person designated by NetScreen and reasonably acceptable to Juniper Networks to serve on the board of directors of Juniper Networks.

As a result of the interests described above under each heading, NetScreen’s executive officers and directors have interests in the merger that may have made them more likely to vote to adopt, and recommend adoption of, the merger agreement, than if they did not hold these interests.

Interests of Juniper Networks Executive Officers and Directors in the Merger

The compensation committee of the Juniper Networks board of directors has approved a 2004 incentive bonus plan for Juniper Networks executive officers, including Scott Kriens and Pradeep Sindhu, who are also members of the board of directors of Juniper Networks. The 2004 incentive bonus plan pays a percentage of the executive officer’s base salary measured against the achievement of Juniper Networks and the individual executive officer of certain goals. One goal is Juniper Networks’ entry into new businesses by means of acquisitions that meet specific requirements, which, in the context of the 2004 incentive bonus plan, is referred to as the new business acquisition component. If the other Juniper Networks and individual executive officer goals are satisfied under the 2004 incentive bonus plan, then bonuses will be paid in proportion to Juniper Networks’ achievement of the new business acquisition component. For example, if 0% of the new business acquisition component is attained in 2004, then no bonuses will be payable to Juniper Networks executive officers under the 2004 incentive bonus plan, regardless of achievement of the other Juniper Networks and individual executive officer goals. Assuming that the other Juniper Networks and individual executive officer goals under the 2004 incentive bonus plan are met, if 50% of the new business acquisition component is attained in 2004, then 50% of the bonus amount otherwise payable to executive officers under the 2004 incentive bonus plan would be payable. The completion of the acquisition of NetScreen will constitute 100% achievement of the new business acquisition component of the 2004 incentive bonus plan. Therefore, if the other goals under the 2004 incentive bonus plan are met, then 100% of the bonuses payable under the 2004 incentive bonus plan will be paid to such executive officer(s).

As a result of these interests, Juniper Networks’ executive officers, two of whom are also directors of Juniper Networks, have interests in the merger that may have made them more likely to approve the issuance of Juniper Networks common stock in connection with the merger, than if they did not hold these interests.

United States Federal Income Tax Consequences of the Merger

The following summary discusses the material United States federal income tax consequences of the merger to NetScreen stockholders. The following discussion is based on existing provisions of the Internal Revenue Code, existing treasury regulations and current administrative rulings and court decisions, all of which are subject to change, possibly with retroactive effect, and to differing interpretations.

This section does not discuss all United States federal income tax considerations that may be relevant to a particular stockholder in light of his or her personal circumstances or to stockholders subject to special treatment under the federal income tax laws, including:


	•	dealers in securities or foreign currencies;

	•	stockholders who are subject to the alternative minimum tax provisions of the Internal Revenue Code;

	•	tax-exempt organizations;

	•	non-United States persons or entities;

	•	financial institutions or insurance companies;


	•	stockholders who acquired NetScreen common stock in connection with stock option or stock purchase plans or in other compensatory transactions; or

	•	stockholders who hold NetScreen common stock as part of an integrated investment, including a “straddle,” comprised of shares of NetScreen common stock and one or more other positions.

In addition, this section does not discuss the tax consequences of the merger under foreign, state or local tax law. This discussion assumes that NetScreen stockholders hold their shares of NetScreen common stock as capital assets within the meaning of Section 1221 of the Internal Revenue Code (generally, as property held as an investment).

Accordingly, you are urged to consult your tax advisors as to the specific tax consequences to you of the merger, including any applicable federal, state, local and foreign tax consequences.

Based on factual representations contained in letters provided by Juniper Networks and NetScreen, and on certain customary factual assumptions, all of which must continue to be true and accurate as of the effective time of the merger, each of Wilson Sonsini Goodrich & Rosati and Fenwick & West has delivered its opinion (attached as exhibits 8.1 and 8.2, respectively, to the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part) that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. The following material United States federal income tax consequences will result from such qualification:


	•	NetScreen stockholders will not recognize any gain or loss upon the receipt of Juniper Networks common stock in exchange for NetScreen common stock in connection with the merger, except for cash received instead of a fractional share of Juniper Networks common stock;

	•	the aggregate tax basis of the Juniper Networks common stock received by a NetScreen stockholder in connection with the merger, including any fractional share of Juniper Networks common stock not actually received, will be equal to the aggregate tax basis of the NetScreen common stock surrendered in exchange for Juniper Networks common stock;

	•	the holding period of the Juniper Networks common stock received by a NetScreen stockholder in connection with the merger will include the holding period of the NetScreen common stock surrendered in connection with the merger;

	•	cash payments received by a NetScreen stockholder for a fractional share of Juniper Networks common stock will be treated as if such fractional share had been issued in connection with the merger and then redeemed by Juniper Networks, and NetScreen stockholders will recognize capital gain or loss with respect to such cash payment, measured by the difference, if any, between the amount of cash received and the tax basis in such fractional share; and

	•	Juniper Networks, Nerus Acquisition Corp. and NetScreen will not recognize gain or loss as a result of the merger.

The completion of the merger is conditioned upon the delivery of an opinion by each of Wilson Sonsini Goodrich & Rosati and Fenwick & West that the merger will constitute a reorganization for United States federal income tax purposes within the meaning of Section 368(a) of the Internal Revenue Code. These opinions will be based on updated representation letters to be provided by Juniper Networks and NetScreen at the time of the completion of the merger, and on customary factual assumptions.

Neither Juniper Networks nor NetScreen will request a ruling from the Internal Revenue Service regarding the tax consequences of the merger to NetScreen stockholders. The tax opinions do not bind the Internal Revenue Service and do not prevent the Internal Revenue Service from successfully asserting a contrary opinion. In addition, if any of the representations or assumptions upon which the opinions are based are inconsistent with the actual facts, the tax consequences of the merger could be adversely affected.

Accounting Treatment of the Merger

In accordance with United States generally accepted accounting principles, Juniper Networks will account for the merger using the purchase method of accounting. Under this method of accounting, Juniper Networks will record the market value (based on an average of the closing prices of Juniper Networks common stock for a range of trading days from two days before and after February 9, 2004, the announcement date of the merger agreement) of its common stock issued in connection with the merger, the amount of cash consideration to be paid for fractional shares to holders of NetScreen common stock, the fair value of the options to purchase shares of NetScreen common stock assumed in connection with the merger and the amount of direct transaction costs associated with the merger as the estimated purchase price of acquiring NetScreen. Juniper Networks will allocate the estimated purchase price to the net tangible and amortizable intangible assets acquired (including developed and core technology, patents, distributor and value added reseller relationship, trade name, order backlog and maintenance agreements), deferred compensation and in-process research and development, based on their respective fair values at the date of the completion of the merger. Any excess of the estimated purchase price over those fair values will be accounted for as goodwill.

Upon completion of the proposed merger, NetScreen’s deferred revenue will be adjusted to reflect the estimated fair value of Juniper Networks’ legal performance obligations under NetScreen’s support contracts and to eliminate historical amounts of NetScreen’s deferred revenue that do not represent a legal performance obligation to the combined company. The current estimate of the fair value of Juniper Networks’ legal performance obligations under NetScreen’s support contracts is approximately $7 million.

Amortizable intangible assets, currently estimated at $230 million, will generally be amortized over useful lives not exceeding seven years, resulting in an estimated accounting charge for amortization attributable to these items of approximately $56 million on an annual basis. Deferred compensation, currently estimated at $213 million, will be amortized using the graded vesting method, resulting in an estimated accounting charge for amortization of deferred compensation of approximately $150 million over the first 12 months after the completion of this proposed merger and declining thereafter. Goodwill resulting from the business combination will not be amortized but instead will be tested for impairment at least annually (more frequently if certain indicators are present). The amount of the estimated purchase price allocated to goodwill which is based on certain assumptions, is estimated to be approximately $3,338 million. If Juniper Networks management should change the assumptions used in the allocation of the purchase price, amounts allocated to intangible assets with definite lives may increase significantly, which could result in a material increase in amortization of intangible assets.

In the event that the management of the combined company determines that the value of goodwill has become impaired, the combined company will incur an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made. The amounts listed in the above paragraph are only preliminary estimates, however, actual amounts may differ from these estimates.

Directors and Executive Officers of Juniper Networks Following the Merger

Juniper Networks has agreed to take all actions necessary to elect or appoint one person designated by NetScreen, who is reasonably acceptable to Juniper Networks, to the Juniper Networks board of directors.

Regulatory Filings and Approvals Required to Complete the Merger

The merger is subject to review by the Antitrust Division of the Department of Justice and by the Federal Trade Commission under the Hart-Scott-Rodino Improvements Act of 1976, which requires Juniper Networks and NetScreen to make pre-merger notification filings and to await the expiration or earlier termination of statutory waiting periods prior to completing the merger. The merger may also be subject to review by the governmental authorities of various other jurisdictions under the antitrust laws of those jurisdictions. Juniper Networks and NetScreen have made or will make the required filings under the Hart-Scott-Rodino Act and intend to comply with the antitrust laws of any other jurisdiction in which the merger is subject to review. Juniper Networks and NetScreen will use their reasonable efforts to obtain any required regulatory clearances.

There can be no assurance that the reviewing authorities will permit the applicable statutory waiting periods to expire or that the reviewing authorities will terminate the applicable statutory waiting periods at all or without restrictions or conditions that would have a materially adverse effect on the combined company if the merger were completed. These restrictions and conditions could include mandatory licenses, sales or other dispositions of assets, divestitures, or the holding separate of assets, businesses or NetScreen capital stock.

In addition, during or after the statutory waiting periods, and even after completion of the merger, either the Antitrust Division of the Department of Justice, or the Federal Trade Commission could challenge or seek to block the merger under the antitrust laws, as it deems necessary or desirable in the public interest. Other competition agencies with jurisdiction over the merger could also initiate action to challenge or block the merger. In addition, in some jurisdictions, a competitor, customer or other third party could initiate a private action under the antitrust laws challenging or seeking to enjoin the merger, before or after it is completed. Juniper Networks and NetScreen cannot be sure that a challenge to the merger will not be made or that, if a challenge is made, Juniper Networks and NetScreen will prevail.

Juniper Networks Will List Shares of Juniper Networks Common Stock Issued to NetScreen Stockholders on the Nasdaq National Market

Juniper Networks has agreed to use commercially reasonable efforts to cause the shares of Juniper Networks common stock issued to NetScreen stockholders in connection with the merger to be authorized for listing on the Nasdaq National Market before the completion of the merger, subject to official notice of issuance.

Delisting and Deregistration of NetScreen Common Stock After the Merger

When the merger is completed, NetScreen common stock will be delisted from the Nasdaq National Market and deregistered under the Securities Exchange Act of 1934.

Restrictions on Sales of Shares of Juniper Networks Common Stock Received in the Merger

The shares of Juniper Networks common stock to be issued in connection with the merger will be registered under the Securities Act of 1933 and will be freely transferable, except for shares of Juniper Networks common stock issued to any person who is deemed to be an “affiliate” of NetScreen prior to the merger. Persons who may be deemed to be “affiliates” of NetScreen prior to the merger include individuals or entities that control, are controlled by, or are under common control of NetScreen prior to the merger, and may include officers and directors, as well as principal stockholders of NetScreen prior to the merger. Affiliates of NetScreen will be notified separately of their affiliate status.

Persons who may be deemed to be affiliates of NetScreen prior to the merger may not sell any of the shares of Juniper Networks common stock received by them in connection with the merger except pursuant to:


	•	an effective registration statement under the Securities Act of 1933 covering the resale of those shares;

	•	an exemption under Rule 145(d) under the Securities Act of 1933; or

	•	any other applicable exemption under the Securities Act of 1933.

Juniper Networks’ registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, does not cover the resale of shares of Juniper Networks common stock to be received in connection with the merger by persons who may be deemed to be affiliates of NetScreen prior to the merger.

Voting Agreements

Juniper Networks Voting Agreements. Each of Scott Kriens, Marcel Gani, James A. Dolce, Jr., Pradeep Sindhu, Ashok Krishnamurthi, William R. Hearst III, Vinod Khosla, Stratton Sclavos, William R. Stensrud, Robert M. Calderoni, Kenneth Levy and Kenneth Goldman, who collectively have the right to vote as of the Juniper Networks record date a total of [ ] shares of Juniper Networks common stock (or

approximately [ ] % of the outstanding shares of Juniper Networks common stock), has entered into a voting agreement with NetScreen, agreeing to vote all of their respective shares of Juniper Networks common stock, including shares of Juniper Networks common stock acquired after the date of the voting agreements, as follows:


	•	approving the issuance of Juniper Networks common stock pursuant to the merger and in favor of each of the other actions contemplated by the merger agreement and the proxy attached to the voting agreement and any action required to further the merger or these actions;

	•	against approval of any proposal made in opposition to, or in competition with, the consummation of the merger, the issuance of Juniper Networks common stock pursuant to the merger and the transactions contemplated under the merger agreement; and

	•	against any action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the merger, the issuance of Juniper Networks common stock pursuant to the merger or any other transactions contemplated by the merger agreement.

Each of these stockholders has also granted to NetScreen an irrevocable proxy to vote the shares of Juniper Networks common stock subject to the voting agreements in accordance with its terms. The voting agreements and irrevocable proxies terminate upon the earlier of the termination of the merger agreement or the effective time of the merger.

The voting agreements prohibit the signing stockholders from selling or disposing of any shares or options of Juniper Networks common stock beneficially owned by the signing stockholders, except to immediate family members or charitable organization and only if the family member or charitable organization agrees to be bound by the terms and conditions of the voting agreement.

NetScreen Voting Agreements. Each of Robert D. Thomas, Robert Beaulieu, Remo E. Canessa, Anson Chen, Charles R. Clark, Feng Deng, David K. Flynn, Mark S. Smith, Krishna Kolluri, Yan Ke, Nir Zuk, Alan L. Earhart, Michael L. Goguen, Katherine M. Jen (on behalf of Silicon Valley Equity Fund, L.P.), Frank J. Marshall (on behalf of himself, Big Basin Partners L.P. and Timark L.P.), Thomas F. Mendoza and Victor E. Parker, Jr., who collectively have the right to vote as of the NetScreen record date a total of [ ] shares of NetScreen common stock (or approximately [ ]% of the outstanding shares of NetScreen common stock), has entered into a voting agreement with Juniper Networks and Nerus Acquisition Corp., agreeing to vote all of his or her shares of NetScreen common stock, including shares of NetScreen common stock acquired after the date of the voting agreements, as follows:


	•	in favor of the adoption of the merger agreement, and in favor of each of the other actions contemplated by the merger agreement and the proxy attached to the voting agreement and any action required to further the merger or these actions;

	•	against approval of any proposal opposing or competing with the merger and the transactions contemplated under the merger agreement;

	•	against any action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the merger or any other transactions contemplated by the merger agreement, including any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of NetScreen or any subsidiary with any party, any sale, lease or transfer of any significant part of the assets of NetScreen or any subsidiary, any reorganization, recapitalization, dissolution, liquidation or winding up of NetScreen or any subsidiary, or any material change in the capitalization or corporate structure of NetScreen or any subsidiary; and

	•	in favor of waiving any notice that may have been or may be required relating to any reorganization of NetScreen or its subsidiaries, any reclassification or recapitalization of the capital stock of NetScreen or its subsidiaries, any sale of assets, change of control or acquisition of NetScreen or its subsidiaries by any person, or any consolidation or merger of NetScreen or its subsidiaries with or into any person.

Each of these stockholders has also granted to Juniper Networks an irrevocable proxy to vote the shares of NetScreen common stock subject to the voting agreements in accordance with its terms. The voting agreements and irrevocable proxies terminate upon the earlier of the termination of the merger agreement, the written agreement to cancel the voting agreement among the parties to thereto, or the effective time of the merger.

The voting agreements prohibit the signing stockholders from selling or disposing of any shares or options of NetScreen common stock beneficially owned by the signing stockholders, except to immediate family members or charitable organization and only if the family member or charitable organization agrees to be bound by the terms and conditions of the voting agreement.

The voting agreements provide that the voting agreements will not, and it was the intent of the parties that the voting agreements would not, preclude the board of directors of NetScreen or any member of the NetScreen board of directors from exercising their fiduciary duties as required by applicable law.

No Appraisal Rights

Neither Juniper Networks stockholders nor NetScreen stockholders are entitled to dissenters’ rights of appraisal for their shares under the General Corporation Law of the State of Delaware in connection with the merger.

THE MERGER AGREEMENT

The following summary describes the material provisions of the merger agreement. The provisions of the merger agreement are complicated and not easily summarized. This summary may not contain all of the information about the merger agreement that is important to you. The merger agreement is attached to this joint proxy statement/ prospectus as Annex A and is incorporated by reference into this joint proxy statement/ prospectus, and we encourage you to read it carefully in its entirety for a more complete understanding of the merger agreement.

Structure of the Merger

The merger agreement provides for the merger of Nerus Acquisition Corp., a newly formed, wholly owned subsidiary of Juniper Networks, with and into NetScreen. NetScreen will survive the merger as a wholly owned subsidiary of Juniper Networks.

Completion and Effectiveness of the Merger

We will complete the merger when all of the conditions to completion of the merger contained in the merger agreement described in the section entitled “— Conditions to Completion of the Merger” beginning on page 74 of this joint proxy statement/ prospectus are satisfied or waived, including approval of the issuance of shares of Juniper Networks common stock in connection with the merger by the stockholders of Juniper Networks and adoption of the merger agreement by the stockholders of NetScreen. The merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware, or such later time as Juniper Networks and NetScreen agree and set forth in the certificate of merger.

We are working to complete the merger as quickly as possible. We currently plan to complete the merger during the second calendar quarter of 2004. Because completion of the merger is subject to governmental and regulatory approvals and other conditions, however, we cannot predict the exact timing.

Conversion of NetScreen Common Stock and Assumption of NetScreen Stock Options in the Merger

Upon completion of the merger, each share of NetScreen common stock outstanding immediately prior to the effective time of the merger will be canceled and extinguished and automatically converted into the right to receive 1.404 shares of Juniper Networks common stock upon surrender of the certificate representing such share of NetScreen common stock in the manner provided in the merger agreement. Upon completion of

the merger, Juniper Networks also will assume outstanding options to purchase NetScreen common stock as described in the section entitled “— Treatment of NetScreen Stock Options” beginning on page 72 of this joint proxy statement/prospectus.

The exchange ratio in the merger (1.404 shares of Juniper Networks common stock for each share of NetScreen common stock) will be adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Juniper Networks common stock or NetScreen common stock), reorganization, recapitalization, reclassification or other like change with respect to Juniper Networks common stock or NetScreen common stock having a record date on or after the date of the merger agreement and prior to completion of the merger.

Each share of NetScreen common stock held by NetScreen or owned by Juniper Networks or any of their direct or indirect wholly owned subsidiaries immediately prior to the merger will be automatically canceled and extinguished, and none of NetScreen, Juniper Networks or any of their direct or indirect subsidiaries will receive any securities of Juniper Networks or other consideration in exchange for those shares.

Based on the exchange ratio and the number of shares of NetScreen common stock and options to purchase NetScreen common stock outstanding as of the record date, a total of approximately [ ] shares of Juniper Networks common stock will be issued in connection with the merger to holders of NetScreen common stock and a total of approximately [ ] shares of Juniper Networks common stock will be reserved for issuance upon the exercise of options to purchase NetScreen common stock assumed by Juniper Networks in connection with the merger.

Fractional Shares

Juniper Networks will not issue any fractional shares of its common stock in connection with the merger. Instead, each holder of NetScreen common stock exchanged in connection with the merger who would otherwise be entitled to receive a fraction of a share of common stock of Juniper Networks will receive cash, without interest, in an amount equal to the fraction multiplied by the average closing price of one share of Juniper Networks common stock or the Nasdaq National Market for the five most recent trading days that Juniper Networks common stock has traded, ending on and including the last trading day prior to the date on which the merger is completed, as reported on the Nasdaq National Market.

Exchange of NetScreen Stock Certificates for Juniper Networks Stock Certificates

Promptly following completion of the merger, the exchange agent for the merger will mail to each record holder of NetScreen common stock a letter of transmittal and instructions for surrendering the record holder’s stock certificates in exchange for a certificate representing Juniper Networks common stock. Only those holders of NetScreen common stock who properly surrender their NetScreen stock certificates in accordance with the exchange agent’s instructions will receive (i) a certificate representing Juniper Networks common stock, (ii) cash in lieu of any fractional share of Juniper Networks common stock and (iii) any dividends or other distributions to which they are entitled under the terms of the merger agreement. The surrendered certificates representing NetScreen common stock will be canceled. After the effective time of the merger, each certificate representing shares of NetScreen common stock that has not been surrendered will represent only the right to receive each of the items enumerated in the preceding sentence. Following the completion of the merger, NetScreen will not register any transfers of NetScreen common stock on its stock transfer books.

Holders of NetScreen common stock should not send in their NetScreen stock certificates until they receive a letter of transmittal from the exchange agent for the merger, with instructions for the surrender of NetScreen stock certificates.

Distributions with Respect to Unexchanged Shares

Holders of NetScreen common stock are not entitled to receive any dividends or other distributions on Juniper Networks common stock until the merger is completed. After the merger is completed, holders of

NetScreen common stock certificates will be entitled to dividends and other distributions declared or made after completion of the merger with respect to the number of whole shares of Juniper Networks common stock which they are entitled to receive upon exchange of their NetScreen stock certificates, but they will not be paid any dividends or other distributions on the Juniper Networks common stock until they surrender their NetScreen stock certificates to the exchange agent in accordance with the exchange agent instructions.

Transfers of Ownership and Lost Stock Certificates

Juniper Networks will issue only (i) a stock certificate representing shares of Juniper Networks common stock, (ii) cash in lieu of a fractional share and (iii) any dividends or distributions that may be applicable in a name other than the name in which a surrendered NetScreen stock certificate is registered if the person requesting such exchange presents to the exchange agent all documents required to show and effect the unrecorded transfer of ownership and to show that such person paid any applicable stock transfer taxes. If a NetScreen stock certificate is lost, stolen or destroyed, the holder of such certificate may need to deliver an affidavit and/or bond prior to receiving any statement indicating book-entry ownership of Juniper Networks common stock or Juniper Networks stock certificate.

Representations and Warranties

The merger agreement contains a number of customary representations and warranties made by Juniper Networks and Nerus Acquisition Corp., on the one hand, and NetScreen, on the other, regarding aspects of their respective businesses, financial condition and structure, as well as other facts pertinent to the merger. These representations and warranties relate to the following subject matters with respect to each party:


	•	Incorporation and Qualification;

	•	Certificate of Incorporation and Bylaws;

	•	Capitalization;

	•	Authority Relative to this Agreement;

	•	No Conflict; Required Filings and Consents;

	•	Compliance with Laws; Permits;

	•	Securities and Exchange Commission Filings; Financial Statements;

	•	No Undisclosed Liabilities;

	•	Absence of Certain Changes or Events;

	•	Absence of Litigation;

	•	Registration Statement; Joint Proxy Statement/ Prospectus;

	•	Brokers;

	•	Intellectual Property;

	•	Agreements, Contracts and Commitments;

	•	Opinions of Financial Advisors;

	•	Board Approval; and

	•	Vote Required for Stockholder Approvals.

In addition, NetScreen made additional representations and warranties regarding:


	•	Subsidiaries;

	•	Company Employee Plans;


	•	Restrictions on Business Activities;

	•	Property;

	•	Taxes;

	•	State Takeover Statutes;

	•	Affiliates;

	•	Environmental Matters; and

	•	Insurance.

The representations and warranties of Juniper Networks, Nerus Acquisition Corp. and NetScreen contained in the merger agreement expire upon completion of the merger.

Conduct of NetScreen’s Business Before Completion of the Merger

Under the merger agreement, NetScreen has agreed that, until the earlier of the completion of the merger or termination of the merger agreement, or unless Juniper Networks consents in writing, it will:


	•	carry on its business, in the ordinary course, in substantially the same manner as previously conducted and in material compliance with all applicable laws and regulations;

	•	pay its debts and taxes when due, subject to good faith disputes over such debts or taxes;

	•	pay or perform other material obligations when due; and

	•	use its commercially reasonable efforts, consistent with past practices and policies, to preserve intact its present business organization, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings.

Under the merger agreement, NetScreen has also agreed that, until the earlier of the completion of the merger or termination of the merger agreement, or unless Juniper Networks consents in writing, it will conduct its business in compliance with specific restrictions relating to the following:


	•	waiving stock repurchase rights, accelerating, amending or changing the period of exercisability of NetScreen options or restricted stock or repricing NetScreen options granted under any NetScreen option plan or authorizing cash payments in exchange for any NetScreen options granted under such plans;

	•	granting any severance or termination payments to any director or officer or other employee of NetScreen, except pursuant to written agreements outstanding, or policies existing, on the date hereof that have previously been disclosed in writing to Juniper Networks, or adopting any new severance or termination plan, program or arrangement;

	•	transferring or licensing or extending, amending or modifying any rights to NetScreen’s intellectual property that are material to its business or entering into any license on an exclusive basis or selling any intellectual property;

	•	declaring, setting aside or paying any dividends or splitting, combining or reclassifying any capital stock or issuing or authorizing the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock;

	•	purchasing, redeeming or acquiring, any shares of NetScreen or its subsidiaries stock, except repurchases of unvested shares at cost in connection with the termination of the employment relationship or with an employee pursuant to stock option or purchase agreements;

	•	issuing, delivering, selling, authorizing, pledging or otherwise encumbering any shares of NetScreen, other than pursuant to (i) the exercise of outstanding company options, warrants or other NetScreen


		securities, (ii) the NetScreen employee stock purchase plan and (iii) grants of stock options to purchase no more than an aggregate of 1 million shares of common stock to new hires in the ordinary course of business consistent with past practice that do not accelerate by the occurrence of any of the transactions contemplated by the merger agreement (either alone or in combination with any subsequent event or events) and which stock options have a vesting schedule and other terms of exercisability no more favorable than the standard vesting schedule and the terms of exercisability contained in NetScreen’s standard form of option agreement;

	•	amending NetScreen’s certificate of incorporation or bylaws (or similar governing instruments of any of its subsidiaries);

	•	acquiring, merging or consolidating with, by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business organization, or otherwise acquiring or agreeing to acquire any assets or entering into any joint ventures or strategic partnerships;

	•	selling, leasing, licensing, encumbering or disposing of any properties or assets except for (i) sales of inventory in the ordinary course of business consistent with past practice or (ii) the sale, lease or disposition (other than through licensing) of properties or assets which are not material, individually or in the aggregate, to NetScreen’s business;

	•	incurring any indebtedness or guaranteeing any indebtedness, issuing or selling any debt securities or options, warrants, calls or other rights to acquire any debt securities of NetScreen, entering into any “keep well” or other agreement to maintain any financial statement condition other than in connection with the financing of ordinary course trade payables consistent with past practice;

	•	adopting, amending or terminating or entering into any employment or termination agreement or adopting any new employment plan, policy or practice (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will”) so long as such letters or letter agreements do not provide for the extension, obligation or promise to pay any severance, whether in cash, equity or otherwise, or accelerate any equity compensation awards, paying any special bonus to any director or employee (other than payments to current non-officer employees in accordance with past practice), or increasing the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of NetScreen’s directors, officers, employees or consultants (other than increases for current non-officer employees in accordance with past practice);

	•	entering into any material contracts relating to the distribution, sale, license or marketing by third parties of NetScreen products or products licensed by NetScreen, other than in the ordinary course of business consistent with past practice;

	•	paying, discharging, settling or satisfying any claims, liabilities, obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation, or waiving the benefits of, agreeing to modify in any manner, terminating, releasing any person from or failing to enforce any confidentiality or similar agreement to which NetScreen or any of its subsidiaries is a party of a beneficiary;

	•	making any individual or series of related payments outside of the ordinary course of business in excess of $250,000 in the aggregate;

	•	modifying, amending or terminating any material contract or waiving, delaying the exercise of, releasing or assigning any material rights or claims thereunder, other than in the ordinary course of business consistent with past practice;

	•	revaluing any of its assets or, except as required by generally accepted accounting principles, making any change in accounting methods, principles or practices;

	•	intentionally taking any action that could reasonably be expected to cause the merger to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code or failing to take any action reasonably necessary to qualify the merger as a reorganization;


	•	making any tax election that, individually or in the aggregate, is reasonably likely to adversely affect, in any material respect, the tax liability of NetScreen or settling or compromising any material income tax liability;

	•	making any loan or advancing to any person (except a subsidiary) other than in the ordinary course of business consistent with past practice (but in no event in the aggregate amount of more than $100,000) or making any capital contribution to, or investments in, any person other than pursuant to NetScreen’s cash management program in the ordinary course of business;

	•	releasing or waiving any material rights for claims, or modifying or amending in any manner materially adverse to NetScreen, or terminating any confidentiality or standstill agreements;

	•	adopting or amending any stockholder rights plan;

	•	incurring or entering into any agreement, contract or commitment outside of the ordinary course of business in excess of $250,000 individually or $2 million in the aggregate;

	•	hiring employees in certain functions; or

	•	agreeing in writing or otherwise taking any of the actions described above.

Conduct of Juniper Networks Business Before Completion of the Merger

Under the merger agreement, Juniper Networks has agreed that, until the earlier of the completion of the merger or termination of the merger agreement, or unless NetScreen consents in writing, it will conduct its business in compliance with specific restrictions relating to the following:


	•	purchasing, redeeming or acquiring any shares of Juniper Networks capital stock, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock options or purchase agreements;

	•	causing, permitting or proposing any amendments to Juniper Networks’ certificate of incorporation or bylaws that may materially adversely affect the holders of its common stock;

	•	except after prior consultation in good faith with NetScreen, acquiring or agreeing to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets or enter into any joint ventures or strategic partnerships, except for transactions (i) in which the fair market value of the total consideration (including the value of indebtedness acquired or assumed) issued in exchange therefor does not exceed $500 million in the aggregate and (ii) which do not present a material risk of delaying the merger or making it more difficult to obtain any approvals or consents necessary to consummate the merger;

	•	intentionally taking any action that could reasonably be expected to cause the merger to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code or failing to take any action reasonably necessary to qualify the merger as a reorganization;

	•	declaring, setting aside or paying any dividends on, or make any other distributions in cash or property in respect of, any capital stock; or

	•	agreeing in writing or otherwise to take any of the actions described above.

NetScreen is Prohibited from Soliciting Other Offers

Under the terms of the merger agreement, subject to certain exceptions described below, NetScreen has agreed that it and its subsidiaries will not, nor will they authorize or permit any of their respective officers,

directors, controlled affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them, to, directly or indirectly:


	•	solicit, initiate, encourage, knowingly induce or knowingly encourage the making, submission or announcement of, any acquisition proposal by a third party of the type described below;

	•	participate in any discussions or negotiations with any third party regarding, or furnish to any person any information with respect to, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an acquisition proposal of the type described below;

	•	approve, endorse or recommend any acquisition proposal of the type described below; or

	•	enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any acquisition proposal of the type described below or any transaction contemplated by the acquisition proposal.

As defined in the merger agreement, an acquisition proposal is any inquiry, offer or proposal, including a tender or exchange offer, by a third party or group with respect to NetScreen that would result in any of the following:


	•	the acquisition by any person or group of more than a 15% interest in the total outstanding voting securities of NetScreen or any of its subsidiaries;

	•	any merger, consolidation, business combination or similar transaction involving NetScreen or any of its subsidiaries pursuant to which NetScreen stockholders immediately preceding such transaction hold less than 85% of the outstanding voting securities in the surviving or resulting entity after the transaction;

	•	any sale, lease outside the ordinary course of business, exchange, transfer, license outside the ordinary course of business, acquisition or disposition of more than 15% of NetScreen’s assets; or

	•	any liquidation, dissolution, recapitalization or other significant corporate reorganization of NetScreen.

Under the merger agreement, NetScreen agreed to cease all existing activities, discussions or negotiations with any parties conducted prior to that date with respect to any acquisition proposal and to promptly request the return of all NetScreen confidential information previously furnished in connection with an acquisition proposal.

NetScreen is obligated to, as promptly as practicable, and in any event within 24 hours, advise Juniper Networks orally and in writing of any request for information which NetScreen reasonably believes would lead to an acquisition proposal or of any acquisition proposal, or any inquiry with respect to or which could reasonably be expected to lead to any acquisition proposal. The notice must include the material terms and conditions of such request, acquisition proposal or inquiry and the identity of the person or group making the request, acquisition proposal or inquiry and copies of all written materials sent or provided to NetScreen in connection with the request, acquisition proposal or inquiry.

NetScreen also agreed to keep Juniper Networks informed in all material respects of the status and details (including material amendments or proposed amendments) of any such request, acquisition proposal or inquiry. NetScreen agreed to provide Juniper Networks with at least one business day prior notice of any meeting of NetScreen’s board of directors at which the board of directors is reasonably expected to consider an acquisition proposal.

Notwithstanding the prohibitions contained in the merger agreement with respect to the type of acquisition proposals described above, if NetScreen receives an unsolicited bona fide binding written offer that its board of directors concludes in good faith, following the receipt of the advice of its outside legal counsel and

its financial advisor, satisfies, or would reasonably be expected to result in an acquisition proposal that satisfies, each of the following criteria that constitute a superior offer:


	•	the acquisition proposal is an unsolicited bona fide written binding offer made by a third party to acquire, directly or indirectly, all or substantially all of NetScreen’s assets or a majority of its outstanding voting securities, as a result of which the NetScreen’s stockholders immediately preceding the transaction would hold less than 50% of the equity interests in the surviving or resulting entity of such transaction (or any direct or indirect parent or subsidiary thereof);

	•	such offer does not require any financing to consummate the proposed transaction that is not committed and there is no due diligence condition to the parties’ obligations to consummate the proposed transaction; and

	•	the proposed acquisition is on terms that NetScreen’s board of directors has in good faith concluded (after consultation with its outside financial advisors) to be more favorable to its stockholders from a financial point of view than the merger with Juniper Networks, taking into account all the terms and conditions of such proposal and the merger agreement with Juniper Networks (including any proposal by either Juniper Networks or NetScreen to amend the terms of the merger agreement between Juniper Networks and NetScreen),

then NetScreen may furnish information to, and engage in negotiations with, the third party making the acquisition proposal, if each of the following conditions is satisfied:


	•	its board of directors determines in good faith, following consultation with its outside legal counsel, that failure to do so is reasonably likely to result in a breach of its fiduciary obligations to NetScreen stockholders;

	•	at least one business day before engaging in discussions or participating in negotiations with and furnishing information to the third party, NetScreen notifies Juniper Networks of its intention to furnish information to or engage into discussion or negotiations with a third party;

	•	NetScreen receives from the third party an executed confidentiality agreement on terms no less favorable than the confidentiality agreement between Juniper Networks and NetScreen;

	•	before or at the same time that NetScreen provides any information to the third party, it provides the same information to Juniper Networks, unless previously provided; and

	•	NetScreen has complied in all material respects with its agreements and obligations related to its non-solicitation covenants in the merger agreement.

Juniper Networks is Prohibited from Soliciting Takeover Proposals

Under the terms of the merger agreement, subject to certain exceptions described below, Juniper Networks has agreed that it and its subsidiaries will not, nor will they authorize or permit any of their respective officers, directors, controlled affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly:


	•	solicit, initiate, knowingly induce or knowingly encourage the making, submission or announcement of any takeover proposal by a third party of the type described below; or

	•	participate in any discussions or negotiations with a third party regarding, or furnish to any person any information with respect to, or take any other action to knowingly facilitate any inquiries or the making of any proposal that is or would reasonably be expected to lead to, any takeover proposal of the type described below.

As defined in the merger agreement, a takeover proposal is any inquiry, offer or proposal by a third party or group with respect to Juniper Networks that would result in any of the following:


	•	a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Juniper Networks pursuant to which the stockholders of Juniper Networks


		immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of such transaction;

	•	a sale or other disposition by Juniper Networks of assets representing in excess of 50% of the aggregate fair market value of Juniper Networks’ business immediately prior to such sale; or

	•	the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Juniper Networks), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of Juniper Networks.

Notwithstanding the prohibition contained in the merger agreement with respect to the type of takeover proposals described above, if Juniper Networks receives an unsolicited bona fide written offer, it will promptly notify NetScreen that it has received such an offer and the above provisions will no longer apply.

Agreement Regarding Recommendations to Stockholders and Stockholder Meetings

The Juniper Networks board of directors and the NetScreen board of directors have each agreed to call, hold and convene a meeting of their respective stockholders as promptly as practicable, and in any event within 45 days after the registration statement of which this joint proxy statement/prospectus forms a part is declared effective by the Securities and Exchange Commission. The NetScreen board of directors also agreed to recommend the adoption of the merger agreement to its stockholders and to take all action necessary or advisable to obtain the required stockholder approval to adopt the merger agreement. Notwithstanding the NetScreen board of directors’ obligations described in this paragraph, in response to a third party acquisition proposal deemed by the board of directors to be a superior offer, the NetScreen board of directors, may withhold, withdraw, amend or modify its recommendation to its stockholders as described in this paragraph and, in the case of a superior offer that is a tender or exchange offer made directly to its stockholders, may recommend that its stockholders accept the tender or exchange offer if the following conditions are met:


	•	a superior offer has been made and has not been withdrawn;

	•	the NetScreen stockholders’ meeting has not occurred;

	•	at least three business days before publicly announcing the NetScreen board of directors’ intent to withhold, withdraw, amend or modify its recommendation, NetScreen has provided Juniper Networks with written notice of its receipt of a superior offer and has disclosed in the notice the material terms and conditions of the superior offer, the identity of the third party or group making the offer and its intent to change its recommendation to its stockholders and the manner in which it intends to do so;

	•	NetScreen has provided to Juniper Networks a copy of all written materials delivered to the third party or parties making the superior offer in connection with the offer and has made available to Juniper Networks all materials and information that it made available to the third party or parties making the superior offer in connection with the offer;

	•	its board of directors has concluded in good faith, after consultation with its outside legal advisors, that in light of the superior offer, the failure of the board of directors to change its recommendation would be a breach of its fiduciary obligations to its stockholders under applicable law; and

	•	it has not breached in any material respect the handling of third party acquisition proposals as described in the section entitled “— NetScreen is Prohibited from Soliciting Other Offers” beginning on page 68 of this joint proxy statement/prospectus or its obligations to call, hold and convene a meeting of its stockholders, and to make the recommendations to its stockholders required under the merger agreement, as described in this section.

Regardless of whether NetScreen has received an acquisition proposal or has withheld, withdrawn, amended or modified its recommendation to its stockholders to vote “FOR” the proposal to adopt the merger agreement, NetScreen is obligated under the terms of the merger agreement to call, give notice of, convene and hold a special meeting of its stockholders to consider and vote upon the proposal to adopt the merger

agreement. NetScreen is not permitted under the merger agreement to submit to the vote of its stockholders any other acquisition proposal, or propose or agree to do so.

The Juniper Networks board of directors has agreed to recommend that the Juniper Networks stockholders vote to approve the issuance of shares of Juniper Networks common stock in connection with the merger.

Treatment of NetScreen Stock Options

When the merger is completed, Juniper Networks will assume all outstanding options to purchase shares of NetScreen common stock and convert them into options to purchase shares of Juniper Networks common stock. Juniper Networks will convert each assumed NetScreen option into an option to purchase that number of shares of Juniper Networks common stock equal to the number of shares of NetScreen common stock subject to the NetScreen option immediately prior to the effective time of the merger, multiplied by the exchange ratio, rounded down to the nearest whole number of shares of Juniper Networks common stock. The exercise price per share of the assumed option will be equal to the exercise price per share of NetScreen common stock divided by the exchange ratio, rounded up to the nearest whole cent. The exchange ratio is equal to 1.404. Each assumed NetScreen option will be subject to all other terms and conditions set forth in the applicable documents evidencing such option immediately prior to the effective time of the merger, including any repurchase rights or vesting provisions. As of the record date for the NetScreen special meeting, options for approximately [ ] shares of NetScreen common stock were outstanding in the aggregate under various NetScreen stock option plans.

The parties intend that the outstanding NetScreen options assumed in connection with the merger qualify following the effective time of the merger as incentive stock options as defined in Section 422 of the Internal Revenue Code to the extent such assumed NetScreen options qualified as incentive stock options prior to the effective time of the merger.

Juniper Networks will file, within 10 business days following the closing of the merger, a registration statement on Form S-8 with the Securities and Exchange Commission, to the extent available, for the shares of Juniper Networks common stock issuable with respect to outstanding NetScreen options assumed by Juniper Networks in connection with the merger.

Treatment of Rights under the NetScreen Employee Stock Purchase Plan

NetScreen’s 2001 Employee Stock Purchase Plan permits eligible NetScreen employees to purchase NetScreen common stock at a discount pursuant to such employees’ participation in the plan. One business day prior to the effective time of the merger, NetScreen will terminate its 2001 Employee Stock Purchase Plan. Any offering period then underway will be shortened, if necessary, with the purchase date for such shortened offering period being the business day prior to the effective time of the merger, and pro rata adjustments to the rights of employees in the NetScreen employee stock purchase plan will be made to reflect the shortened offering period. Each shortened offering period will otherwise be treated as a fully effective and completed offering period for all purposes under the 2001 NetScreen Employee Stock Purchase Plan. Juniper Networks has agreed to use its reasonable efforts to provide to NetScreen employees continuing employment with NetScreen as a wholly owned subsidiary of Juniper Networks following the merger the opportunity to enroll in a special offering period under Juniper Networks’ 1999 Employee Stock Purchase Plan, which special offering period will commence as soon as is administratively practicable following the merger. However, if the next regularly scheduled offering period under the 1999 Employee Stock Purchase Plan is scheduled to commence within six weeks following the effective time of the merger, Juniper Networks will not be obligated to provide this special offering period to the continuing NetScreen employees.

Treatment of NetScreen 401(k) Plan

If requested by Juniper Networks, NetScreen will terminate its 401(k) plan (and any and all other plans intended to include an Internal Revenue Code Section 401(k) arrangement) prior to the effective time of the merger.

Compensation and Benefits for NetScreen Employees

NetScreen and Juniper Networks have agreed to confer and work together to agree upon mutually acceptable employee benefit and compensation arrangements for employees of NetScreen following the completion of the merger. NetScreen employees will receive comparable employee benefit and compensation arrangements to similarly situated Juniper Networks employees. NetScreen employees will be granted credit for service with NetScreen, its subsidiaries or affiliates, except to the extent such service credit will result in the duplication of benefits and subject to certain restrictions. Juniper Networks has agreed to use commercially reasonable efforts to waive certain limitations under applicable medical, dental or vision plans and credit deductibles or out-of-pocket expenses incurred by NetScreen employees.

Under the merger agreement, the statements in the preceding paragraph regarding employee compensation are statements of intent only, and no NetScreen employee or other person or entity, including NetScreen, has any rights of enforcement relating to those statements and no NetScreen employee or other person or entity, including NetScreen, is intended to be a contractual beneficiary of the statements.

Indemnification of NetScreen Directors and Officers

Juniper Networks has agreed that from and after the completion of the merger, it will maintain NetScreen’s obligations under any indemnification agreements with its directors and officers that exist at the completion of the merger and any indemnification provisions under NetScreen’s certificate of incorporation and bylaws that were in effect on the date of the merger agreement.

The certificate of incorporation and bylaws of the surviving entity following the merger will contain provisions relating to exculpation and indemnification that are at least as favorable to the indemnified directors and officers as those contained in NetScreen’s certificate of incorporation and bylaws that were in effect on the date of the merger agreement. Subject to applicable law, these indemnification provisions will not be amended, repealed or otherwise modified for six years after the completion of the merger if doing so would adversely affect the rights of individuals contained in NetScreen’s certificate of incorporation and bylaws immediately prior to the completion of the merger.

For six years after the completion of the merger, Juniper Networks will cause the surviving entity to maintain in effect, if available, directors’ and officers’ liability insurance covering those persons who are currently covered by NetScreen’s directors’ and officers’ liability insurance policy, on comparable terms to NetScreen’s policy. However, neither Juniper Networks nor the surviving entity will be required to expend in the aggregate more than 200% of the annual premium currently paid by NetScreen for such coverage.

Board of Directors of Juniper Networks Following the Merger

The Juniper Networks board of directors has agreed to take all actions necessary including, if necessary, expanding the number of authorized directors, such that, immediately following completion of the merger, the Juniper Networks board of directors will include one person designated by NetScreen who is reasonably acceptable to Juniper Networks.

Regulatory Filings; Antitrust Matters; Reasonable Efforts to Obtain Regulatory Approvals

Subject to the provisions described in the sections entitled “— NetScreen is Prohibited from Soliciting Other Offers” beginning on page 68 of this joint proxy statement/prospectus, “— Agreement Regarding Recommendations to Stockholders and Stockholder Meetings” beginning on page 71 of this joint proxy statement/prospectus and “— Limitation on Reasonable Efforts to Obtain Regulatory Approvals” immediately following this section, each of Juniper Networks and NetScreen has agreed to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to complete and make effective the merger and the other transactions contemplated by the merger agreement in the most expeditious manner practicable.

The merger is subject to review by the Antitrust Division of the Department of Justice and by the Federal Trade Commission under the Hart-Scott-Rodino Act which requires Juniper Networks and NetScreen to make pre-merger notification filings and to await the expiration or earlier termination of statutory waiting periods prior to completing the merger. The merger may also be subject to review by the governmental authorities of various other jurisdictions under the antitrust laws of those jurisdictions. Juniper Networks and NetScreen have made or will make the required filings under the Hart-Scott-Rodino Act and intend to comply with the antitrust laws of any other jurisdiction in which the merger is subject to review. Juniper Networks and NetScreen will use their reasonable efforts to obtain any required regulatory clearances.

Limitation on Reasonable Efforts to Obtain Regulatory Approvals

Juniper Networks is not required under the terms of the merger agreement to agree to make any divestiture of shares of capital stock or of any business, assets or property of Juniper Networks or NetScreen or their respective subsidiaries or affiliates material to Juniper Networks or NetScreen, or to agree to the imposition of any material limitations on their ability to conduct their respective businesses or to own or exercise control of their respective capital stock, assets or properties.

Conditions to Completion of the Merger

The respective obligations of Juniper Networks and Nerus Acquisition Corp., on the one hand, and NetScreen, on the other, to complete the merger and the other transactions contemplated by the merger agreement are subject to the satisfaction or waiver of each of the following conditions:


	•	the issuance of shares of Juniper Networks common stock to holders of NetScreen common stock in connection with the merger has been approved by holders of a majority of the outstanding shares of Juniper Networks common stock casting votes at the Juniper Networks special meeting;

	•	the merger agreement has been adopted by holders of a majority of the outstanding shares of NetScreen common stock;

	•	no law, regulation or order has been enacted or issued by a governmental entity which is in effect and has the effect of making the merger illegal or otherwise prohibiting completion of the merger;

	•	all waiting periods under the Hart-Scott-Rodino Act with respect to the merger and the other transactions contemplated by the merger agreement have expired or terminated early and all material foreign antitrust approvals required to be obtained prior to the merger in connection with the transactions contemplated by the merger agreement have been obtained;

	•	Juniper Networks and NetScreen have each received from its respective tax counsel an opinion to the effect that the merger will constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code and such opinions have not been withdrawn, provided that this condition will be deemed satisfied if counsel to either party renders this opinion to both parties;


	•	the shares of Juniper Networks common stock to be issued in connection with the merger have been authorized for listing on the Nasdaq National Market upon official notice of issuance;

	•	the representations and warranties of the other party will have been true and correct on February 9, 2004, and are true and correct as of the date the merger is to be completed as if made at and as of that time, except:


	–	to the extent the representations and warranties of the other party address matters only as of a particular date, they must be true and correct as of that date; and

	–	if any of these representations and warranties are not true and correct but the effect in each case, or in the aggregate, of the inaccuracies of these representations and breaches of these warranties, is not and does not have a material adverse effect, as defined below, on the other party, then this condition will be deemed satisfied;


	•	the other party will have performed or complied in all material respects with all of its agreements and covenants required by the merger agreement to be performed or complied with by it before completion of the merger; and

	•	no material adverse effect, as defined below, on the other party has occurred since February 9, 2004 and is continuing.

NetScreen’s obligation to complete the merger is also subject to the condition that Juniper Networks has taken all actions necessary to elect or appoint NetScreen’s designee to the Juniper Networks board of directors.

Juniper Networks’ obligation to complete the merger is also subject to the condition that there is not pending or overtly threatened a suit brought by a governmental entity of competent jurisdiction challenging or seeking to restrain or prevent the completion of the merger or seeking Juniper Networks to make a material divestiture or imposing a material limitation on Juniper Networks to conduct its or the NetScreen businesses.

Definition of Material Adverse Effect

Under the terms of the merger agreement, a material adverse effect on either Juniper Networks or NetScreen is defined to mean any change, event, violation, inaccuracy, circumstance or effect that, individually or in the aggregate, is or is reasonably likely to be materially adverse to (i) the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the company taken as a whole with its subsidiaries or (ii) the ability of such company to complete the transactions contemplated by the merger agreement in a timely manner. However, under the terms of the merger agreement, with respect to clause (i) above, no change, event, violation, inaccuracy, circumstance or effect resulting from any of the following, individually or in combination, will be deemed to constitute, and none of the following will be taken into account in determining, whether there has been or will be, a material adverse effect on Juniper Networks or NetScreen, as the case may be:


	•	the announcement or pendency of the merger agreement, not related to breaches or inaccuracies in the representations or warranties regarding the effect of the merger itself, provided, that the change, event, violation, inaccuracy, circumstance or effect primarily results from such announcement or pendency;

	•	changes affecting the United States or world economy generally, which do not materially disproportionately affect such company;

	•	changes affecting the industry in which such entity operates generally, which do not materially disproportionately affect such company; and

	•	a change in the stock price or trading volume, of Juniper Networks or NetScreen, as the case may be, though any underlying cause in such change may be considered.

Termination of the Merger Agreement

The merger agreement may be terminated in accordance with its terms at any time prior to completion of the merger, whether before or after the adoption of the merger agreement by NetScreen stockholders or the approval of the issuance of shares of Juniper Networks common stock to NetScreen stockholders by Juniper Networks stockholders in connection with the merger:


	•	by mutual written consent authorized by the board of directors of Juniper Networks and NetScreen;

	•	by Juniper Networks or NetScreen if the merger is not completed by August 9, 2004, or November 9, 2004 if the merger has not been completed as a result of a failure to obtain required antitrust approvals or if the S-4 registration statement has not been declared effective by the Securities and Exchange Commission or the existence of a governmental regulation or order making the completion of the merger illegal or otherwise prohibited or if Juniper Networks enters into or announces an acquisition that requires pro forma financial statements to be included in this joint proxy statement/prospectus and that requirement is the proximate cause for Juniper Networks’ failure to get approval of its stockholders as of August 9, 2004, except that this right to terminate the merger agreement is not available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the merger to occur on or before that date, and the action or failure to act constitutes a material breach of the merger agreement;

	•	by Juniper Networks or NetScreen if there is any final and nonappealable order, decree or ruling or action taken of any governmental entity of competent jurisdiction having the effect of permanently restraining, enjoining or prohibiting the completion of the merger;

	•	by Juniper Networks or NetScreen if the issuance of shares of Juniper Networks common stock to NetScreen stockholders in connection with the merger fails to receive the requisite affirmative vote by the Juniper Networks stockholders at a meeting of Juniper Networks stockholders or at any adjournment of that meeting, except that the right to terminate the merger agreement is not available to Juniper Networks where the failure to obtain Juniper Networks stockholder approval was caused by Juniper Networks’ action or failure to act and the action or failure to act constitutes a material breach by Juniper Networks of the merger agreement;

	•	by Juniper Networks or NetScreen if the proposal to adopt the merger agreement fails to receive the requisite affirmative vote by NetScreen stockholders at a meeting of NetScreen stockholders or at any adjournment of that meeting, except that this right to terminate the merger agreement is not available to NetScreen where the failure to obtain NetScreen stockholder approval was caused by NetScreen’s action or failure to act and the action or failure to act constitutes a material breach by NetScreen of the merger agreement;

	•	by Juniper Networks if any of the following “triggering events” occur with respect to NetScreen:


	–	NetScreen’s board of directors withholds, withdraws, amends or modifies, the recommendation of its board of directors in the manner described in the section entitled “— Agreement Regarding Recommendations to Stockholders and Stockholder Meetings” beginning on page 71 of this joint proxy statement/prospectus;

	–	NetScreen’s fails to include in this joint proxy statement/prospectus the recommendation of its board of directors;

	–	NetScreen materially breaches its obligations regarding (i) holding the special meeting of NetScreen stockholders, (ii) not soliciting any acquisition proposal by a third party or (iii) not changing its recommendation to vote in favor of adopting the merger agreement, or otherwise fails to take all other action necessary or advisable to secure the requisite stockholder approval;

	–	NetScreen’s board of directors fails to reaffirm (publicly, if Juniper Networks requests) its recommendation within 10 business days after being requested in writing by Juniper Networks to reaffirm such recommendation;


	–	NetScreen’s board of directors approves or recommends any acquisition proposal of the type described in the section entitled “— NetScreen is Prohibited from Soliciting Other Offers” beginning on page 68 of this joint proxy statement/prospectus; or

	–	a tender or exchange offer relating to its securities is initiated by a third party and NetScreen does not send to its stockholders, pursuant to Rule 14e-2 promulgated under the Securities and Exchange Act of 1934 within 10 business days after the tender or exchange offer is first published, sent or given, a statement disclosing that its board of directors recommends rejection of the tender or exchange offer;


	•	by NetScreen upon a breach of any representation, warranty, covenant or agreement on the part of Juniper Networks in the merger agreement or if any representation or warranty of Juniper Networks has become untrue so that the condition to completion of the merger regarding Juniper Networks’ representations and warranties or covenants would not be met. However, if the breach or inaccuracy is curable by Juniper Networks, then NetScreen may not terminate the merger agreement for 20 days after delivery of written notice from NetScreen to Juniper Networks of the breach. If the breach is cured during those 20 days, NetScreen may not exercise this termination right; or

	•	by Juniper Networks upon a breach of any representation, warranty, covenant or agreement on the part of NetScreen in the merger agreement or if any representation or warranty of NetScreen has become untrue so that the condition to completion of the merger regarding NetScreen’s representations and warranties or covenants would not be met. However, if the breach or inaccuracy is curable by NetScreen, then Juniper Networks may not terminate the merger agreement for 20 days after delivery of written notice from Juniper Networks to NetScreen of the breach. If the breach is cured during those 20 days, Juniper Networks may not exercise this termination right.

Payment of Termination Fee

Under the terms of the merger agreement, NetScreen has agreed to pay to Juniper Networks a cash termination fee of $150 million within one business day of the termination of the merger agreement if the merger agreement is terminated by Juniper Networks because of the occurrence of a triggering event in relation to it as described in the section entitled “— Termination of the Merger Agreement” beginning on page 76 of this joint proxy statement/prospectus.

In addition, under the terms of the merger agreement, NetScreen must pay a termination fee of $150 million to Juniper Networks if all of the following conditions are met:


	•	between February 9, 2004 and the termination of the merger agreement there has been public disclosure of an acquisition proposal by a third party constituting a 50% change in control acquisition of NetScreen;

	•	the merger agreement has been terminated on either of the following bases:


	–	the merger has not been completed by August 9, 2004 (or November 9, 2004 if the merger is not completed as a result of (i) a failure to obtain required antitrust approvals, (ii) the existence of a governmental regulation or order having the effect of making the completion of the merger illegal or otherwise prohibited (iii) if Juniper Networks announces or completes an acquisition that triggers an obligation under applicable laws or rules of the Securities and Exchange Commission to include pro forma financial statements in this joint proxy statement/prospectus, and that announcement is the proximate cause of the failure to get the required vote by Juniper Networks stockholders or NetScreen stockholders); or

	–	NetScreen stockholders failed to approve adoption of the merger agreement at a meeting of NetScreen stockholders or an adjournment of that meeting; and


	•	within 12 months following termination of the merger agreement, NetScreen enters into a letter of intent or agreement regarding or completes a 50% change in control acquisition of NetScreen in any of the manners described below.

The termination fee must be paid at or prior to, and as a condition of, the execution of a letter of intent or agreement regarding the acquisition of NetScreen.

Under the terms of the merger agreement, an acquisition of NetScreen for the purposes of these termination provisions, is any of the following:


	•	a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving NetScreen, pursuant to which its stockholders immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of such transaction;

	•	a sale or other disposition by NetScreen of assets representing in excess of 50% of the aggregate fair market value of its business, immediately prior to such sale; or

	•	the acquisition by any person or group, including by way of a tender offer or an exchange offer or issuance by NetScreen, directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of NetScreen capital stock.

Payment of the termination fee is not in lieu of damages incurred in the event of breach of the merger agreement. If Juniper Networks has to make a claim against NetScreen to be paid the termination fee and such claim results in a judgment, against NetScreen, NetScreen will also have to pay Juniper Networks’ costs and expenses, including reasonable attorney’s fees and expenses, in connection with the suit, together with interest on the unpaid termination fee.

Extension, Waiver and Amendment of the Merger Agreement

Juniper Networks and NetScreen may amend the merger agreement before completion of the merger by mutual written consent.

Either Juniper Networks or NetScreen may extend the other’s time for the performance of any of the obligations or other acts under the merger agreement, waive any inaccuracies in the other’s representations and warranties and waive compliance by the other with any of the agreements or conditions contained in the merger agreement.

UNAUDITED PRO FORMA

CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined consolidated financial statements gives effect to the proposed merger of NetScreen and Juniper Networks. The merger will be accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standard (SFAS) No. 141, “Business Combinations” (SFAS 141). Under the purchase method of accounting, the total estimated purchase price, calculated as described in Note 1 to these unaudited pro forma condensed combined consolidated financial statements, is allocated to the net tangible and intangible assets of NetScreen acquired in connection with the merger, based on their fair values as of the completion of the merger. Independent valuation specialists are currently conducting an independent valuation in order to assist management of Juniper Networks in determining the fair values of a significant portion of these assets. The preliminary work performed by the independent valuation specialists has been considered in management’s estimates of the fair values reflected in these unaudited pro forma condensed combined consolidated financial statements. A final determination of these fair values, which cannot be made prior to the completion of the merger, will include management’s consideration of a final valuation prepared by the independent valuation specialists. This final valuation will be based on the actual net tangible and intangible assets of NetScreen that exist as of the date of completion of the merger.

The unaudited pro forma condensed combined consolidated balance sheet as of December 31, 2003 gives effect to the proposed merger as if it occurred on December 31, 2003 and, due to the different fiscal period ends, combines the historical balance sheet of Juniper Networks at December 31, 2003 and the historical balance sheet of NetScreen at September 30, 2003. The Juniper Networks consolidated balance sheet information was derived from its audited December 31, 2003 consolidated balance sheet included in its 2003 Annual Report on Form 10-K and incorporated herein by reference. The NetScreen balance sheet information included therein was derived from its audited September 30, 2003 consolidated balance sheet included in its 2003 Annual Report on Form 10-K and incorporated herein by reference. The unaudited pro forma condensed combined consolidated statement of operations for the year ended December 31, 2003 is presented as if the transaction was consummated on January 1, 2003 and, due to the different fiscal period ends, combines the historical results of Juniper Networks for the year ended December 31, 2003 and the historical results of NetScreen for the year ended September 30, 2003, which results were derived from the companies consolidated statements of operations for those respective periods included in their respective 2003 Annual Reports on Form 10-K incorporated herein by reference.

The unaudited pro forma condensed combined consolidated financial statements has been prepared by Juniper Networks management for illustrative purposes only and is not necessarily indicative of the condensed consolidated financial position or results of operations in future periods or the results that actually would have been realized had Juniper Networks and NetScreen been a combined company during the specified periods. The pro forma adjustments are based on the information available at the time of the preparation of this joint proxy statement/prospectus. The unaudited pro forma condensed combined consolidated financial statements, including the notes thereto, is qualified in its entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements of Juniper Networks included in its Form 10-K for its fiscal year ended December 31, 2003 filed February 20, 2004 with the Securities and Exchange Commission, and the historical consolidated financial statements of NetScreen included in its Form 10-K for its fiscal year ended September 30, 2003 filed December 24, 2003 with the Securities and Exchange Commission.

Further, the unaudited pro forma condensed combined consolidated financial statements do not include any adjustments for liabilities resulting from integration planning, as management of Juniper Networks and NetScreen are in the process of making these assessments and estimates of these costs are not currently known. However, liabilities ultimately will be recorded for severance or relocation costs related to NetScreen employees, costs of vacating certain leased facilities of NetScreen or other costs associated with exiting activities of NetScreen that would affect amounts in the pro forma condensed combined consolidated financial statements. In addition, Juniper Networks may incur significant restructuring charges upon completion of the merger or in subsequent quarters for severance or relocation costs related to Juniper Networks employees, costs of vacating certain leased facilities of Juniper Networks or other costs associated with exiting activities of

UNAUDITED PRO FORMA

CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Juniper Networks. Also, since deferred compensation is calculated at closing, the amount allocated to deferred stock compensation could materially change depending on the price of Juniper Networks common stock or the number of NetScreen unvested options outstanding at the time of close.

There are no intercompany balances or transactions between Juniper Networks and NetScreen. Certain reclassifications, such as reclassifying $60 million of long-term investments from short-term investments, reclassifying $2 million of restructuring reserve from long-term to short-term and certain reclassifications of amortization of intangible assets and deferred compensation, have been made to conform NetScreen’s historical amounts to Juniper Networks’ presentation.

The pro forma condensed combined consolidated financial statements do not include NetScreen’s completed acquisition of Neoteris, Inc., a provider of secure sockets layer virtual private networking (SSL VPN) solutions, which was completed on November 14, 2003. This business combination is not reflected in NetScreen’s September 30, 2003 financial statements as it occurred subsequent to that period. NetScreen paid $20 million in cash and issued 9.7 million shares of common stock (fair value of $220 million) for all the outstanding stock of Neoteris. NetScreen also assumed all of the outstanding stock options of Neoteris, which were converted into options to purchase 1.2 million shares of NetScreen common stock with a fair value of $26 million. Additionally, the Neoteris merger agreement entitles Neoteris stockholders and option holders to receive up to an additional $30 million in cash upon the achievement of certain revenue milestones. The Neoteris, Inc. acquisition was accounted for under the purchase method.

These unaudited pro forma condensed combined consolidated financial statements have been prepared based on preliminary estimates of fair values. They do not include liabilities resulting from integration planning which are not presently estimable as discussed above. Amounts preliminarily allocated to intangible assets with definite lives may increase significantly, which could result in a material increase in amortization of intangible assets. Therefore, the actual amounts recorded as of the completion of the merger may differ materially from the information presented in these unaudited pro forma condensed combined consolidated financial statements. In addition to the receipt of the final valuation, the impact of ongoing integration activities, the timing of completion of the merger and other changes in NetScreen’s net tangible and intangible assets that occur prior to completion of the merger could cause material differences in the information presented.

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET

OF JUNIPER NETWORKS AND NETSCREEN

As of December 31, 2003



			Historical

			Juniper						Pro Forma			Pro Forma
			Networks			NetScreen			Adjustments(1)			Combined


			(in thousands)
ASSETS
Current assets:
	Cash and cash equivalents		$	365,606		$	53,914		$	—		$	419,520
	Short-term investments			215,906			226,760			—			442,666
	Accounts receivable, net			77,964			35,874			—			113,838
	Deferred income taxes			—			28,368			(28,368	)(b)		—
	Prepaid expenses and other current assets			31,333			10,057			2,051	(a)		43,441

		Total current assets		690,809			354,973			(26,317	)		1,019,465
Property and equipment, net				244,491			10,667			—			255,158
Long-term investments				394,297			59,978			—			454,275
Restricted cash				30,837			861			—			31,698
Goodwill				983,397			54,271			3,284,127	(d)		4,321,795
Purchased intangible assets, net and other long-term assets				67,266			10,973			219,079	(b)(c)		297,318

		Total assets	$	2,411,097		$	491,723		$	3,476,889		$	6,379,709


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	61,237		$	8,230		$	—		$	69,467
	Accrued compensation and related liabilities			42,650			12,234			—			54,884
	Accrued warranty			35,324			1,707			—			37,031
	Other accrued liabilities			76,290			18,259			15,600	(f)		110,149
	Deferred revenue			75,312			54,364			(47,405	)(e)		82,271

		Total current liabilities		290,813			94,794			(31,805	)		353,802
Convertible subordinated notes and other				157,841			—			—			157,841
Convertible senior notes				400,000			—			—			400,000
Stockholders’ equity:
	Common stock and additional paid-in capital			1,557,376			493,750			3,653,396	(g)		5,704,522
	Deferred stock compensation			(1,228	)		(15,977	)		(196,798	)(h)		(214,003	)
	Stockholders’ notes receivable			—			(48	)		—			(48	)
	Accumulated other comprehensive income			4,414			234			(234	)(g)		4,414
	Retained earnings (deficit)			1,881			(81,030	)		52,330	(g)		(26,819	)

		Total stockholders’ equity		1,562,443			396,929			3,508,694			5,468,066

		Total liabilities and stockholders’ equity	$	2,411,097		$	491,723		$	3,476,889		$	6,379,709


(1)	The letters refer to a description of the adjustments in Note 2.

See accompanying notes to unaudited pro forma condensed combined consolidated financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF

OPERATIONS OF JUNIPER NETWORKS AND NETSCREEN

For the Year Ended December 31, 2003



		Historical

		Juniper						Pro Forma			Pro Forma
		Networks			NetScreen			Adjustments(1)			Combined


		(in thousands, except per share amounts)
Net revenues:
	Product	$	602,455		$	200,352		$	—		$	802,807
	Service		98,938			44,990			—			143,928

Total net revenues			701,393			245,342			—			946,735
Cost of revenues:
	Product		200,621			41,129			4,251	(c)(i)		246,001
	Service		56,728			11,584			—			68,312

Total cost of revenues			257,349			52,713			4,251			314,313

Gross margin			444,044			192,629			(4,251	)		632,422
Operating expenses:
	Research and development		176,104			36,219			—			212,323
	Sales and marketing		145,784			78,633			—			224,417
	General and administrative		28,462			16,390			—			44,852
	Restructuring and other		13,985			—			—			13,985
	Amortization of purchased intangibles and deferred stock compensation		22,698			24,193			180,075	(c)(h)		226,966

Total operating expenses			387,033			155,435			180,075			722,543

Operating income (loss)			57,011			37,194			(184,326	)		(90,121	)
Interest and other income			33,428			5,299			—			38,727
Interest and other expense			(39,099	)		(1,114	)		—			(40,213	)
Loss on retirement of convertible subordinated notes, net			(1,085	)		—			—			(1,085	)
Gain on sale of investments			8,739			—			—			8,739

Income (loss) before income taxes			58,994			41,379			(184,326	)		(83,953	)
Provision (benefit) for income taxes			19,795			(10,141	)		6,231	(j)		15,885

Net income (loss)		$	39,199		$	51,520		$	(190,557	)	$	(99,838	)

Net income (loss) per share:
	Basic	$	0.10		$	0.65					$	(0.20	)
	Diluted	$	0.10		$	0.61					$	(0.20	)
Shares used in computing net income (loss) per share:
	Basic		382,180			79,110						493,250
	Diluted		403,072			84,694						493,250


(1)	The letters refer to a description of the adjustments in Note 2.

See accompanying notes to unaudited pro forma condensed combined consolidated financial statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

On February 9, 2004, Juniper Networks and NetScreen entered into a merger agreement that will result in NetScreen becoming a wholly owned subsidiary of Juniper Networks in a transaction to be accounted for using the purchase method. The total estimated purchase price of approximately $4,163 million includes Juniper Networks common stock valued at approximately $3,590 million, assumed stock options with a fair value of approximately $557 million and estimated direct transaction costs of approximately $16 million.

The unaudited pro forma condensed combined consolidated financial statements provide for the issuance of approximately 130 million shares of Juniper Networks common stock, based upon an exchange ratio of 1.404 shares of Juniper Networks common stock for each outstanding share of NetScreen common stock as of February 6, 2004. The actual number of shares of Juniper Networks common stock to be issued will be determined based on the actual number of shares of NetScreen common stock outstanding at the completion of the merger. The average market price per share of Juniper Networks common stock of $27.64 is based on an average of the closing prices for a range of trading days (February 5, February 6, February 10 and February 11, 2004) around and including the announcement date (February 9, 2004) of the proposed merger. Based on the total number of shares subject to NetScreen options outstanding at February 6, 2004, Juniper Networks would assume options to purchase approximately 27 million shares of NetScreen common stock at a weighted average exercise price of $11.14. The actual number of shares subject to options to be assumed will be determined based on the actual number of NetScreen options outstanding at the completion of the merger. The fair value of the outstanding options was determined using a Black-Scholes valuation model.

The preliminary estimated total purchase price of the NetScreen merger is as follows (in millions):


Value of Juniper Networks common stock issued		$	3,590
Assumption of NetScreen options			557

	Total value of Juniper Networks securities		4,147
Estimated direct transaction costs			16

	Total estimated purchase price	$	4,163

Under the purchase method of accounting, the total estimated purchase price as shown in the table above is allocated to NetScreen’s net tangible and intangible assets based on their estimated fair values as of the date of the completion of the merger. Based on the preliminary independent valuation and other information currently available, and subject to material changes upon receipt of the final valuation and other factors as described in the introduction to these unaudited pro forma condensed combined consolidated financial statements on page 79 of this joint proxy statement/prospectus, the preliminary estimated purchase price is allocated as follows (in millions):


Preliminary estimated purchase price allocation:
	Net tangible assets		$	353
	Amortizable intangible assets:
		Developed and core technology, patents		194
		Distributor and value added reseller relationships, maintenance agreements		25
		Other		11
	In-process research and development			29
	Goodwill			3,338
	Deferred compensation			213

Total preliminary estimated purchase price allocation			$	4,163

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Of the total estimated purchase price, a preliminary estimate of approximately $353 million has been allocated to net tangible assets acquired and approximately $230 million has been allocated to amortizable intangible assets acquired. The depreciation and amortization related to the fair value adjustment to net tangible assets and the amortization related to the amortizable intangible assets are reflected as pro forma adjustments to the unaudited pro forma condensed combined consolidated statement of operations.

Developed technology, which comprises products that have reached technological feasibility, includes products in most of NetScreen’s product lines, principally the firewall and VPN systems and appliances, intrusion detection and prevention (“IDP”) appliances, and Secure Access and Secure Meeting appliances. Core technology and patents represent a combination of NetScreen processes, patents and trade secrets developed through years of experience in design and development of high-performance network security systems, network attack detection and prevention systems, and security of network resources on public networks. NetScreen’s technology and products are designed for hardware, software, solutions and services, including network-to-network, user-to-network, and user-to-user communication with encryption, access control, authentication, and attack detection and prevention. This proprietary know-how can be leveraged by NetScreen to develop new technology and improved products and manufacturing processes. Juniper Networks expects to amortize the developed and core technology and patents on a straight-line basis over an average estimated life of 4 years.

Value added reseller and distributor relationships represent the distribution channels through which NetScreen sells the majority of their products and services. Juniper Networks expects to amortize the fair value of these assets, on a straight-line basis over an average estimated life of 5 to 7 years.

Maintenance agreements and related relationships represent existing service contracts pertaining to the product support services provided by NetScreen on certain hardware and software. Juniper Networks expects to amortize the fair value of these assets, on a straight-line basis over an average estimated life of 5 years.

Trade names and trademarks consist of the registered trade names and trademarks expected to be utilized by Juniper Networks, such as the NetScreen trade name, in the marketing of its products and services. Juniper Networks expects to amortize the fair value of these assets, on a straight-line basis over an average estimated life of 5 years.

Of the total estimated purchase price, approximately $3,338 million has been allocated to goodwill. Goodwill represents the excess of the purchase price of an acquired business over the fair value of the underlying net tangible and intangible assets and deferred stock compensation.

In accordance with the SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill resulting from business combinations completed subsequent to June 30, 2001 will not be amortized but instead will be tested for impairment at least annually (more frequently if certain indicators are present). In the event that the management of the combined company determines that the value of goodwill has become impaired, the combined company will incur an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made.

Of the total estimated purchase price, a preliminary estimate of $29 million has been allocated to in-process research and development and will be charged to expense in the period during which the merger is completed. Due to its non-recurring nature, the in-process research and development expense has been excluded in the unaudited pro forma condensed combined consolidated statement of operations.

NetScreen is currently developing new products that qualify as in-process research and development in multiple product areas. Projects that qualify as in-process research and development represent those that have not yet reached technological feasibility and which have no alternative future use. Technological feasibility is defined as being equivalent to completion of a beta-phase working prototype in which there is no remaining risk relating to the development.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NetScreen’s current research and development projects are focused on developing new products, integrating new technologies, improving product performance and broadening features and functionalities. The principal research and development efforts of NetScreen are directed within the firewall and VPN, IDP, and Secure Access/ Secure Meeting products. There is a risk that these developments and enhancements will not be competitive with other products using alternative technologies that offer comparable functionality.

The preliminary value assigned to in-process research and development was determined by considering the importance of each project to the overall development plan, estimating costs to develop the purchased in-process research and development into commercially viable products, estimating the resulting net cash flows from the projects when completed and discounting the net cash flows to their present value. The revenue estimates used to value the purchased in-process research and development were based on estimates of relevant market sizes and growth factors, expected trends in technology and the nature and expected timing of new product introductions by NetScreen and its competitors.

The rates utilized to discount the net cash flows to their present value are based on NetScreen’s weighted average cost of capital. The weighted average cost of capital was adjusted to reflect the difficulties and uncertainties in completing each project and thereby achieving technological feasibility, the percentage of completion of each project, anticipated market acceptance and penetration, market growth rates and risks related to the impact of potential changes in future target markets. Based on these factors, discount rates that range from 20%-25% were deemed appropriate for valuing the in-process research and development.

The estimates used in valuing in-process research and development were based upon assumptions believed to be reasonable but which are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur. In addition, some projects that are currently in process may not be in process at completion of the merger and new projects may be started prior to completion of the merger that may be in process at the completion of the merger. Accordingly, actual results may vary from the projected results.

Of the total estimated purchase price, a preliminary estimate of $213 million has been allocated to deferred compensation and will be amortized to expense, using the graded vesting method, beginning in the period in which the merger is completed. The preliminary estimate was based on the aggregate intrinsic value (fair value less the exercise price) of the unvested stock options outstanding on February 9, 2004, using Juniper Networks’ closing stock price on the Nasdaq National Market on February 9, 2004 of $26.18 as the fair value price.

2. Pro Forma Adjustments

Pro forma adjustments are necessary to reflect the estimated purchase price, to adjust amounts related to NetScreens’s net tangible and intangible assets to a preliminary estimate of their fair values, to reflect the amortization expense related to the estimated amortizable intangible assets and deferred compensation, to reflect changes in depreciation and amortization expense resulting from the estimated fair value adjustments to net tangible assets and to reflect the income tax effect related to the pro forma adjustments.

There are no intercompany balances or transactions between Juniper Networks and NetScreen. Certain reclassifications have been made to conform NetScreen’s historical amounts to Juniper Networks’ presentation.

The unaudited pro forma condensed combined consolidated financial statements do not include any adjustments for liabilities resulting from integration planning, as management of Juniper Networks and NetScreen are in the process of making these assessments, and estimates of these costs are not currently known. However, liabilities ultimately will be recorded for severance or relocation costs related to NetScreen employees, costs of vacating certain leased facilities of NetScreen, or other costs associated with exiting activities of NetScreen that would affect amounts in the pro forma financial statements. In addition, Juniper

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Networks may incur significant restructuring charges upon completion of the merger or in subsequent quarters for severance or relocation costs related to Juniper Networks employees, costs of vacating certain leased facilities of Juniper Networks, and other costs associated with exiting activities of Juniper Networks. When recorded, these Juniper Networks costs will be charged to operations.

Juniper Networks has not identified any pre-acquisition contingencies where the related asset, liability or impairment is probable and the amount of the asset, liability or impairment can be reasonably estimated. Prior to the end of the purchase price allocation period, if information becomes available which would indicate it is probable that such events have occurred and the amounts can be reasonably estimated, such items will be included in the purchase price allocation.

The pro forma adjustments included in the unaudited pro forma condensed combined consolidated financial statements are as follows:


	(a) Adjustment to record the difference between the preliminary estimate of the fair value and the historical amount of NetScreen’s inventory.

	(b) Adjustments to fully reserve certain NetScreen tax related assets:


Current deferred tax asset	$	(28,368	)
Non-current deferred tax asset		(5,640	)

	$	(34,008	)


	These adjustments are required to conform to Juniper Networks’ valuation allowance position on net deferred tax assets. Juniper Networks has historically provided a valuation allowance on its net deferred assets because of uncertainty regarding their realizability due to tax losses caused, in part, by employee exercises of stock options.

	(c) Adjustments to reflect the preliminary estimate of fair value of amortizable intangible assets and the resulting increase in amortization expense, as follows (in thousands):


							Pro Forma				Increase in
			Historical		Preliminary		Annual		Historical		Annual		Useful Life
			Amount		Fair Value		Amortization		Amortization		Amortization		(Years)

Cost of product revenues:
	Backlog		$	—	$	2,200	$	2,200	$	—	$	2,200		<1

Operating expenses:
	Developed and core technology, patents		$	4,224	$	194,200	$	48,550	$	836	$	47,714		4
	Distributor and value added reseller relationships, maintenance agreements			557		24,800		4,377		142		4,235		5 – 7
	Trademark			—		8,300		1,660		—		1,660		5

		Total	$	4,781	$	227,300	$	54,587	$	978	$	53,609

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	(d) Adjustments to reflect the preliminary estimate of the fair value of goodwill, as follows (in thousands):


	Historical Amount		Preliminary Fair Value		Increase

Goodwill	$	54,271	$	3,338,398	$	3,284,127


	(e) Adjustment to reflect the preliminary estimate of the fair value of Juniper Networks’ legal performance obligations under NetScreen’s support contracts and to eliminate historical amounts of NetScreen’s deferred revenue that does not represent a legal performance obligation to the combined company.

	(f) Adjustment to reflect the estimated direct transaction costs.

	(g) Adjustments to stockholders’ equity (in thousands):


Common stock and additional paid-in capital:
To record the estimated value of Juniper Networks shares to be issued and NetScreen options to be assumed in the transaction	$	4,147,146
To eliminate NetScreen’s historical common stock and additional paid-in-capital		(493,750	)

	$	3,653,396

Other comprehensive income:
To eliminate NetScreen’s historical other comprehensive income	$	(234	)

Retained earnings:
To eliminate NetScreen’s historical accumulated deficit	$	81,030
To record the preliminary estimate of the fair value of in-process research and development		(28,700	)

	$	52,330


	(h) Adjustment to record the difference between the preliminary estimate of the deferred compensation resulting from this transaction and the historical amount of NetScreen’s deferred compensation and the resulting adjustment to amortization of the deferred compensation, using the graded vesting method, as follows (in thousands):


					Pro Forma
	Historical		Preliminary		Annual		Historical		Increase in
	Amount		Fair Value		Amortization		Amortization		Amortization

Deferred compensation	$	15,977	$	212,775	$	149,681	$	23,215	$	126,466


	(i) Adjustment to record the related cost of revenues sold resulting from the increase in inventory to its estimated fair value.

	(j) Adjustments to record the income tax effect of the pro forma adjustments, including the effect of a full valuation allowance against net deferred tax assets.

Pro Forma Net Income (Loss) Per Share

The pro forma combined basic and diluted net income (loss) per share are based on the weighted average number of shares of Juniper Networks common stock outstanding and weighted average number of NetScreen common stock outstanding multiplied by the exchange ratio.

COMPARISON OF RIGHTS OF HOLDERS OF

JUNIPER NETWORKS COMMON STOCK AND NETSCREEN COMMON STOCK

Both Juniper Networks and NetScreen are incorporated under Delaware law and are subject to the Delaware General Corporation Law. The following section of this joint proxy statement/ prospectus compares the rights of holders of Juniper Networks common stock with the rights of holders of NetScreen common stock and describes any material differences between them. While we believe that this description covers the material differences between the two, this summary may not contain all of the information that is important to you. Additionally, this summary is not intended to be a complete discussion of the respective certificates of incorporation and bylaws of Juniper Networks and NetScreen and is qualified in its entirety by reference to the applicable Delaware law as well as by reference to the respective certificates of incorporation and bylaws of Juniper Networks and NetScreen.

Upon completion of the merger, the stockholders of NetScreen will become stockholders of Juniper Networks, and the certificate of incorporation and bylaws of Juniper Networks will govern the rights of former NetScreen stockholders. You should carefully read this entire joint proxy statement/ prospectus and the other documents we refer to in this joint proxy statement/ prospectus for a more complete understanding of the differences between the rights of Juniper Networks stockholders and NetScreen stockholders. Juniper Networks and NetScreen have filed with the Securities and Exchange Commission their respective certificates of incorporation and bylaws and will send copies of these documents to you upon your request. See the section entitled “Where You Can Find More Information” beginning on page 97 of this joint proxy statement/ prospectus.

Authorized Capital Stock

Juniper Networks’ certificate of incorporation authorizes the issuance of 1,010,000,000 shares of capital stock, consisting of:


	•	1,000,000,000 shares of common stock, par value $0.00001 per share; and

	•	10,000,000 shares of preferred stock, par value $0.00001 per share, none of which is issued and outstanding.

NetScreen’s certificate of incorporation authorizes the issuance of 510,000,000 shares of capital stock, consisting of:


	•	500,000,000 shares of common stock, par value $0.001 per share; and

	•	10,000,000 shares of preferred stock, par value $0.001 per share, none of which is issued and outstanding.

Size of the Board of Directors

Juniper Networks’ bylaws fix the authorized number of directors serving on Juniper Networks’ board of directors at nine. This number may be changed from time to time by an amendment to Juniper Networks’ bylaws that is duly adopted by the Juniper Networks board of directors or Juniper Networks stockholders. Juniper Networks’ directors are classified into three classes, each class serving for a term of three years. Upon completion of the merger, one designee of NetScreen reasonably acceptable to Juniper Networks will be elected or appointed to the Juniper Networks board of directors.

NetScreen’s bylaws provide that the authorized number of members comprising the board of directors shall be eight, and thereafter shall be fixed from time to time by resolution of the board of directors, but in no case shall the number of directors serving on NetScreen’s board of directors be less than three. NetScreen’s directors are classified into three classes, each class serving for a term of three years. The NetScreen board of directors currently has eight members.

Cumulative Voting

Neither Juniper Networks stockholders nor NetScreen stockholders are entitled to cumulate votes in connection with the election of directors.

Removal of Directors

Juniper Networks’ certificate of incorporation provides that any director, or the entire Juniper Networks board of directors, may be removed from office at any time (i) with cause by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of voting stock of Juniper Networks entitled to vote generally in the election of directors, voting together as a single class, or (ii) without cause by the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of voting stock of Juniper Networks entitled to vote generally in the election of directors.

NetScreen’s bylaws provide that its directors may be removed, with or without cause, by the affirmative vote of the holders of at least 66 2/3% of the shares then entitled to vote at an election of directors cast at a meeting of the stockholders called for that purpose.

Filling Vacancies on the Board of Directors

Juniper Networks’ certificate of incorporation and bylaws provide that any vacancies on the Juniper Networks board directors shall be filled by either (i) the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of voting stock of Juniper Networks entitled to vote generally in the election of directors, voting together as a single class, or (ii) by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum. Juniper Networks’ certificate of incorporation and bylaws further provide that newly created directorships resulting from any increase in the number of directors shall, unless the Juniper Networks board of directors determines by resolution that any such newly created directorship shall be filled by the stockholders, be filled only by the affirmative vote of the directors then in office, even though less than a quorum, or by the sole remaining director. However, Juniper Networks’ bylaws provide that whenever the holders of any class or series of Juniper Networks stock are entitled to elect one or more directors by the provisions of Juniper Networks’ certificate of incorporation, vacancies and newly created directorships of such class or series may be filled by a majority of the directors elected by such class or series then in office, or by a sole remaining director so elected.

Juniper Networks’ bylaws also provide if, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board (as constituted immediately prior to any such increase), then the Delaware Court of Chancery may, upon application of any stockholder(s) holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office, and such election shall be governed by the provisions of Section 211 of the General Corporation Law of Delaware as far as applicable.

NetScreen’s certificate of incorporation and bylaws provide that any vacancy on the NetScreen board of directors and any newly created directorship resulting from any increase in the authorized number of directors shall, unless the NetScreen board of directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders, be filled only by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by the stockholders.

Ability to Call Special Meetings of the Board of Directors

Juniper Networks’ bylaws provide that special meetings of the Juniper Networks board of directors for any purpose(s) may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two directors.

NetScreen’s bylaws provide that special meetings of the NetScreen board of directors may be called by the chairperson of the board, the president or a majority of the members of the NetScreen board of directors then in office.

Ability to Call Special Meetings of Stockholders

Juniper Networks’ bylaws provide that a special meeting of Juniper Networks stockholders may be called at any time by the Juniper Networks board of directors, the chairman of the board of directors, the president or the chief executive officer.

NetScreen’s bylaws provide that a special meeting of NetScreen stockholders for any purpose(s) may be called at any time by the NetScreen board of directors, upon the request of the chairperson of the board, the chief executive officer, or if there is no chief executive officer, the president, or by a majority of the members of the board of directors. NetScreen’s bylaws further provide that special meetings of NetScreen stockholders may not be called by any other person.

Limitations on Business Transacted at Special Meetings of Stockholders

Juniper Networks’ and NetScreen’s bylaws provide that only such business shall be considered at a special meeting of their respective stockholders as shall have been stated in the notice for such special meeting.

Stockholder Nominations and Proposals at Stockholder Meetings

Juniper Networks’ bylaws allow stockholders to make director nominations and propose business to be conducted at any annual meeting of Juniper Networks stockholders. However, nominations of candidates for election to the Juniper Networks board of directors and proposals for business to be conducted at an annual meeting may be made only by a stockholder who has given timely written notice to the corporate secretary of Juniper Networks before the annual meeting.

Stockholder nominations of candidates for election to the Juniper Networks board of directors and proposals for business to be conducted at an annual meeting cannot be brought before any annual meeting of Juniper Networks stockholders unless the nomination or proposal was brought before the annual meeting in accordance with Juniper Networks’ stockholder advance notice procedures, as described in “— Delivery and Notice Requirements for Stockholder Nominations and Proposals” below.

NetScreen’s bylaws allow stockholders to make director nominations and propose business proper for stockholder action before any annual stockholder meeting. In addition, NetScreen’s bylaws allow stockholders to nominate candidates for election to the NetScreen board of directors at special meetings, but only if the board of directors has determined that directors are to be elected at such special meeting. However, director nominations and proposals may be made only by a stockholder who has given timely written notice to the corporate secretary of NetScreen before the annual or special stockholder meeting.

Stockholder nominations and proposals cannot be brought before any NetScreen stockholder meeting unless the nomination or proposal was brought before the stockholder meeting in accordance with NetScreen’s stockholder advance notice procedures, as described in “— Delivery and Notice Requirements for Stockholder Nominations and Proposals” below.

Delivery and Notice Requirements for Stockholder Nominations and Proposals

Juniper Networks’ bylaws provide that in order for a stockholder nomination or other business to be considered properly brought before an annual meeting of Juniper Networks stockholders, such stockholder must give timely written notice of his or her intent to bring such business before such meeting. To be timely, the stockholder’s notice must be delivered to or mailed and received by Juniper Networks’ secretary not less

than 120 days prior to the date of Juniper Networks’ proxy statement released to stockholders in connection with its previous year’s annual meeting of stockholders. To be proper, such notice must set forth:


	•	the name and address of the stockholder who intends to make the nominations, propose the business, and, as the case may be, the name and address of the person or persons to be nominated or the nature of the business to be proposed;

	•	a representation that the stockholder is a holder of record of Juniper Networks stock entitled to vote at such meeting and, if applicable, intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice or introduce the business specified in the notice;

	•	if applicable, a description of all arrangements or understandings between the stockholder and each nominee and any other person(s) (naming such person(s)) pursuant to which the nomination(s) is to be made by the stockholder;

	•	such other information regarding each nominee or each matter of business to be proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, or the matter been proposed, or intended to be proposed by the board of directors; and

	•	if applicable, the consent of each nominee to serve as director of Juniper Networks if so elected.

Under NetScreen’s bylaws, for nominations or other business to be properly brought before an annual meeting by a stockholder, the stockholder must give timely notice in writing to NetScreen’s secretary and such proposed business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice must be delivered to NetScreen’s secretary at NetScreen’s principal executive offices not later than the close of business on the 75th day nor earlier than the close of business on the 105th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 105th day prior to such annual meeting and not later than the close of business on the later of the 75th day prior to such annual meeting or the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by NetScreen. The stockholder notice must set forth:


	•	as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected;

	•	as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and

	•	as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the books of NetScreen, and of such beneficial owner and (ii) the class and number of shares of NetScreen that are owned beneficially and held of record by such stockholder and such beneficial owner.

NetScreen’s bylaws further provide that notwithstanding the notice provisions described above, in the event that the number of directors to be elected to the NetScreen board of directors is increased and there is no public announcement by NetScreen naming all of the nominees for director or specifying the size of the increased board of directors at least 75 days prior to the first anniversary of the preceding year’s annual meeting (or, if the annual meeting is held more than 30 days before or 60 days after such anniversary date, at least 75 days prior to such annual meeting), a stockholder’s notice will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to NetScreen’s secretary

at NetScreen’s principal executive office no later than the close of business on the 10th day following the day on which such public announcement is first made by NetScreen.

NetScreen’s bylaws also provide that in the event NetScreen calls a special meeting of stockholders for the purpose of electing directors, a stockholder may nominate a person(s) for election to such positions as specified in NetScreen’s notice of such special meeting, if the stockholder provides notice as described above and such notice is delivered to NetScreen’s secretary at NetScreen’s principal executive offices no earlier than the 105th day prior to such special meeting and no later than the close of business on the later of the 75th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting.

Stockholder Action by Written Consent in Lieu of a Stockholder Meeting

Juniper Networks’ bylaws and NetScreen’s certificate of incorporation and bylaws provide that stockholders may not take action by written consent in lieu a meeting, but instead must take any such action at a duly called annual or special meeting.

Amendment to Certificate of Incorporation

In addition to the right to amend the certificate of incorporation as prescribed by Delaware law, Juniper Networks’ certificate of incorporation provides that the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then outstanding shares of Juniper Networks entitled to vote generally in the election of directors, voting together as a single class, is required to amend or repeal the provisions of Juniper Networks’ certificate of incorporation relating to:


	•	Juniper Networks’ board of directors, including the number, classes and terms of directors;

	•	removal of directors and vacancies in the board of directors;

	•	the requirement of a supermajority vote to amend the sections of Juniper Networks’ bylaws relating to annual meetings and special meetings;

	•	the prohibition of stockholder action by written consent without a meeting; or

	•	the supermajority vote requirement described above.

In addition to the right to amend the certificate of incorporation as prescribed by Delaware law, NetScreen’s certificate of incorporation provides that the affirmative vote of the holders of at least 66 2/3% of the outstanding voting stock of NetScreen then entitled to vote at an election of directors, voting together as a single class, is required to amend or adopt any provision inconsistent with provisions of NetScreen’s certificate of incorporation relating to:


	•	the authority of the board of directors to amend or repeal NetScreen’s bylaws;

	•	NetScreen’s board of directors, including the number, classes and terms of directors;

	•	removal of directors and vacancies in the board of directors;

	•	the prohibition of stockholder action by written consent without a meeting;

	•	the election of directors as not having to be by written ballot;

	•	advance notice provisions for stockholder nominations and proposed business; and

	•	the supermajority vote requirement described above.

Amendment to Bylaws

The Juniper Networks board of directors is expressly authorized to make, alter, amend or repeal Juniper Networks’ bylaws, subject to the right of Juniper Networks stockholders entitled to vote thereon, who also

may adopt, amend or repeal Juniper Networks’ bylaws in accordance with Delaware law. However, Juniper Networks’ certificate of incorporation provides that the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then outstanding shares of Juniper Networks entitled to vote generally in the election of directors, voting together as a single class, is required for the adoption, amendment or repeal of the sections of Juniper Networks’ bylaws relating to annual meetings and special meetings.

Juniper Networks’ bylaws allow Juniper Networks to advance to a director, officer, employee or agent of Juniper Networks the expenses incurred in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by Juniper Networks.

NetScreen’s board of directors is expressly authorized to adopt, amend, or repeal NetScreen’s bylaws, subject to the right of NetScreen stockholders holding at least 66 2/3% of NetScreen’s outstanding voting stock then entitled to vote at an election of directors to also adopt amend or repeal NetScreen’s bylaws.

Limitation of Personal Liability of Directors

Each of Juniper Networks and NetScreen’s certificates of incorporation contains a provision eliminating the personal liability of its directors to the company or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by applicable law. In addition, Juniper Networks’ certificate of incorporation provides that a director shall be indemnified for such monetary damages.

Provisions in Juniper Networks’ and NetScreen’s Certificates of Incorporation and Bylaws Regarding Indemnification of Directors, Officers and Employees

Juniper Networks’ certificate of incorporation and bylaws provide that Juniper Networks shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action, suit or proceeding (whether criminal, civil, administrative or investigative) by reason of the fact that such person is or was a director, officer, employee or agent of Juniper Networks or any predecessor or subsidiary of Juniper Networks, or serves or served at any other entity as a director or officer at the request of Juniper Networks or any predecessor or subsidiary of Juniper Networks, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding. However, the aforementioned indemnification applies only if the indemnified person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of Juniper Networks, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Juniper Networks’ certificate of incorporation and bylaws also provide that Juniper Networks may, but is not required, to provide the above indemnification (and subject to the same qualifications) with respect to persons who are or were serving at the request of Juniper Networks or any predecessor or subsidiary of Juniper Networks as an employee or agent of another entity.

Juniper Networks’ certificate of incorporation and bylaws further provide that Juniper Networks shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of Juniper Networks or any predecessor or subsidiary of Juniper Networks, to procure a judgment in Juniper Networks’ favor, by reason of the fact that he or she is or was a director or officer of Juniper Networks or any predecessor or subsidiary of Juniper Networks, or is or was serving at the request of Juniper Networks or predecessor or subsidiary of Juniper Networks, as a director, officer, employee or agent of another entity, against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit. However, this indemnification applies only if the indemnified person acted in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of Juniper Networks and no indemnification shall be made in respect of any claim, issue or matter as to which such person is adjudged to be liable to Juniper Networks, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought determines that such person is entitled to indemnity. Juniper Networks’ certificate of incorporation and bylaws also provide that Juniper Networks may, but is not required,

to provide the indemnification described in this paragraph (subject to the same qualifications) with respect to persons who are or were serving as employees and agents of Juniper Networks or any predecessor or subsidiary of Juniper Networks, or is or was serving at the request of Juniper Networks or any predecessor or subsidiary of Juniper Networks as a director, officer, employee or agent of another entity.

Juniper Networks’ bylaws also allow Juniper Networks to advance to a director, officer, employee or agent of Juniper Networks the expenses incurred in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by Juniper Networks.

Juniper Networks’ bylaws also provide that Juniper Networks shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of Juniper Networks or predecessor or subsidiary of Juniper Networks, or is or was serving at the request of Juniper Networks as a director, officer, employee or agent of another entity, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not Juniper Networks would have the power to indemnify him or her against such liability under the indemnification provisions of Juniper Networks’ bylaws.

NetScreen’s bylaws provide that any person who was, is or threatened to be made a party to, or is involved in any action, suit, proceeding or the like (whether civil, criminal, administrative or investigative), by reason of the fact that he or she is or was a director or officer of NetScreen, or is or was serving at the request of NetScreen as a director or officer of another entity, shall be indemnified to the fullest extent permitted by Delaware law, against all expenses, liability and loss, including attorneys’ fees, judgments, fines, and the like, taxes and penalties and amounts paid or to be paid in settlement, reasonably incurred or suffered by him or her in connection with such action, suit proceeding or the like. However, this indemnification applies only if the indemnified person acted in good faith and in a manner which the person reasonably believed to be in, or not opposed to, the best interests of NetScreen, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. In addition, NetScreen’s bylaws provide that NetScreen shall indemnify any person — who can otherwise avail him or herself of the indemnification provisions of NetScreen’s bylaws — in connection with an action, suit, proceeding or the like, initiated by such person, but only if such action, suit or proceeding was authorized by NetScreen’s board of directors. Unlike Juniper Networks’ bylaws, NetScreen’s bylaws do not provide indemnification for non-director or non-officer employees.

NetScreen’s bylaws also provide that NetScreen shall advance expenses, including attorneys’ fees, incurred by a director or officer in defending a claim, action, proceeding or the like, before the final disposition of such claim, action, proceeding or the like. However, to the extent required by Delaware law, the advancement of expenses will be made only upon such director or officer’s undertaking to repay all amounts so advanced if its is later determined that the director or officer is not entitled to indemnification. Additionally, NetScreen’s bylaws provide that NetScreen will not advance expenses to a person against whom NetScreen directly brings a claim, in a proceeding, action or the like, alleging that the person has breached his or her duty of loyalty to NetScreen, committed an act or omission not in good faith or that involves intentional misconduct or a knowing violation of law, or derived an improper personal benefit from a transaction.

Under its bylaws, NetScreen is allowed to enter into indemnification contracts with any director, officer, employee or agent of NetScreen, or any person serving at NetScreen’s request as a director, officer, employee or agent of another entity. NetScreen’s bylaws provide that the indemnification rights under these indemnification contracts may be greater than those provided by the indemnification provisions in NetScreen’s bylaws.

Indemnification of Directors and Officers Under Delaware Law

Delaware law provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions. The effect of this provision is to eliminate the personal liability of directors to the corporation or its stockholders for monetary damages for actions involving a breach of their fiduciary duty of

care, including any actions involving gross negligence. For a description of provisions in Juniper Networks’ and NetScreen’s respective certificates of incorporation that limit a director’s personal liability in such a fashion, please see “— Limitation of Personal Liability of Directors” beginning on page 93 of this joint proxy statement/ prospectus.

Delaware law also provides, in general, that a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because the person is or was a director or officer of the corporation. Such indemnity may be against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the person did not have reasonable cause to believe the person’s conduct was unlawful.

Delaware law further provides, in general, that a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director or officer of the corporation, against any expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation.

Additionally, under Delaware law, a corporation generally has the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against the person in any such capacity, or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the law.

For a description of the indemnification provisions for directors, officers and employees of Juniper Networks and NetScreen, please see “— Provisions in Juniper Networks’ and NetScreen’s Certificates of Incorporation and Bylaws Regarding Indemnification of Directors, Officers and Employees” beginning on page 93 of this joint proxy statement/ prospectus. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling Juniper Networks or NetScreen pursuant to the foregoing provisions, Juniper Networks has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

ADDITIONAL PROPOSAL BEING SUBMITTED SOLELY TO A VOTE OF

NETSCREEN STOCKHOLDERS

Granting of Authority to Adjourn or Postpone the NetScreen Special Meeting

If at the NetScreen special meeting of stockholders on [ ], 2004, the number of shares of NetScreen common stock present or represented and voting in favor of and adoption of the merger agreement is insufficient to adopt the merger agreement under Delaware law, NetScreen’s management intends to move to adjourn or postpone the special meeting in order to enable the NetScreen board of directors to solicit additional proxies. In that event, NetScreen will ask its stockholders to vote only upon the adjournment proposal, and not the proposal regarding the adoption of the merger agreement.

In this proposal, NetScreen is asking you to authorize the holder of any proxy solicited by the NetScreen board of directors to vote in favor of granting discretionary authority to Robert D. Thomas and Remo E. Canessa to adjourn or postpone the NetScreen special meeting to a date not later than November 9, 2004 for the purpose of soliciting additional proxies. If the stockholders approve the adjournment proposal, NetScreen could adjourn the special meeting, and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously

voted. Among other things, approval of the adjournment proposal could mean that, even if NetScreen had received proxies representing a sufficient number of votes against the merger to defeat the merger proposal, NetScreen could adjourn or postpone the special meeting without a vote on the merger proposal and seek to convince the holders of those shares to change their votes to votes in favor of the merger.

Vote Required; Recommendation of the Board of Directors

Under NetScreen’s bylaws, the adjournment proposal requires the approval of a majority of the votes cast on the proposal assuming a quorum is present to conduct business at the NetScreen special meeting. Broker non-votes and abstentions will have no effect on the outcome of the vote on the adjournment proposal. No proxy that is specifically marked “AGAINST” approval of the merger agreement will be voted in favor of the adjournment proposal, unless it is specifically marked “FOR” granting the discretionary authority to adjourn or postpone the special meeting to a later date.

The board of directors believes that if the number of shares of NetScreen common stock present or represented at the special meeting and voting in favor of adoption of the merger agreement is insufficient to adopt the merger agreement, it is in the best interests of the stockholders of NetScreen to enable the board to continue to seek to obtain a sufficient number of additional votes in favor of adoption of the merger agreement to bring about its approval.

The NetScreen board of directors recommends that you vote “FOR” the proposal to grant discretionary authority to adjourn or postpone the NetScreen special meeting to a date not later than November 9, 2004 for the purpose of soliciting additional proxies.

FUTURE JUNIPER NETWORKS STOCKHOLDER PROPOSALS

The time for Juniper Networks stockholders to submit proposals for inclusion in Juniper Networks’ proxy statement for Juniper Networks’ 2004 annual meeting of stockholders in accordance with the standards contained in Securities and Exchange Commission Rule 14a-8 and Juniper Networks’ bylaws has passed. Accordingly, no new stockholder proposals may be submitted to Juniper Networks for inclusion in Juniper Networks’ proxy statement for Juniper Networks’ 2004 annual meeting of stockholders. However, if the date of Juniper Networks’ 2004 stockholder meeting is moved more than 30 days before or after the anniversary date of the prior year’s meeting, the deadline for inclusion of proposals in Juniper Networks’ proxy statement is a reasonable time before Juniper Networks begins to print and mail its proxy materials. The time to submit notice of stockholder proposals or nominations to be raised from the floor of Juniper Networks’ 2004 annual meeting of stockholders has also passed. However, if the date of Juniper Networks’ 2004 stockholder meeting is moved more than 30 days before or 60 days after the anniversary date of the prior year’s meeting, then, in order to raise a proposal or nomination from the floor, notice must be received by the corporate secretary of Juniper Networks no earlier than the close of business 120 days prior to the meeting and no later than the close of business on the later of the following two dates:


	•	90 days prior to the meeting; and

	•	10 days after public announcement of the meeting date.

In addition, in order to raise a proposal from the floor, the stockholder must comply with Juniper Networks’ bylaws, including requirements to have delivered a proxy statement and form of proxy to holders of a sufficient number of shares of Juniper Networks common stock to approve the proposal and to provide specified information. You may contact the Juniper Networks corporate secretary at Juniper Networks’ principal executive offices for a copy of the relevant provisions of Juniper Networks’ bylaws regarding the requirements for making stockholder proposals and nominations for directors.

FUTURE NETSCREEN STOCKHOLDER PROPOSALS

If the merger with Juniper Networks is not completed, stockholder proposals intended to be included in NetScreen’s proxy materials for its 2005 Annual Meeting of Stockholders must be received by NetScreen at

its principal executive offices no later than September 30, 2004. Proposals received after that date are not required to be included in NetScreen’s proxy materials for that meeting. Other stockholder proposals may be presented at the 2005 Annual Meeting only if NetScreen has received adequate notice of such proposals at its principal executive offices no later than December 20, 2004. Proposals NetScreen receives after that date will be considered untimely and may not be presented at its 2005 Annual Meeting. For more information about the procedure for submitting proposals for consideration at a stockholder meeting, you may request a copy of NetScreen’s bylaws from NetScreen’s investor relations department as provided in the section below entitled “Where You Can Find More Information.”

LEGAL MATTERS

Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California, will pass upon the validity of the shares of Juniper Networks common stock offered by this joint proxy statement/ prospectus and certain United States federal income tax consequences of the merger for Juniper Networks.

Fenwick & West LLP, Mountain View, California, will pass upon certain United States federal income tax consequences of the merger for NetScreen.

EXPERTS

The consolidated financial statements and schedule of Juniper Networks, Inc. appearing in Juniper Networks, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements and schedule are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements and schedule of NetScreen Technologies, Inc. appearing in NetScreen Technologies, Inc.’s Annual Report on Form 10-K for the fiscal year ended September 30, 2003, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements and schedule are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Neoteris, Inc. incorporated in this joint proxy statement/ prospectus by reference to NetScreen’s Current Report on Form 8-K/A filed January 28, 2004 have been audited by Ernst & Young LLP, independent auditors, as set forth in their report, thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

This joint proxy statement/ prospectus incorporates documents by reference which are not presented in or delivered with this joint proxy statement/ prospectus. You should rely only on the information contained in this joint proxy statement/ prospectus and in the documents that we have incorporated by reference into this joint proxy statement/ prospectus. We have not authorized anyone to provide you with information that is different from or in addition to the information contained in this document and incorporated by reference into this joint proxy statement/ prospectus.

The following documents, which were filed by Juniper Networks with the Securities and Exchange Commission, are incorporated by reference into this joint proxy statement/ prospectus:


	•	Juniper Networks’ Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed on February 20, 2004; and


	•	the description of Juniper Networks common stock contained in its Registration Statement on Form 8-A as filed with the Commission on June 11, 1999 pursuant to Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

The following documents, which were filed by NetScreen with the Securities and Exchange Commission, are incorporated by reference into this joint proxy statement/prospectus:


	•	NetScreen’s Annual Report on Form 10-K for the fiscal year ended September 30, 2003, filed on December 24, 2003;

	•	NetScreen’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2003, filed on February 17, 2004;

	•	NetScreen’s Current Report on Form 8-K, filed on October 6, 2003, reporting under Item 5 that it had signed a definitive agreement to acquire Neoteris, Inc.;

	•	NetScreen’s Current Report on Form 8-K, filed on November 26, 2003, reporting under Item 2 that it had completed its acquisition of Neoteris, Inc., as amended on January 28, 2004 and February 24, 2004 to include certain financial information with respect to such acquisition;

	•	NetScreen’s Current Reports on Form 8-K, filed on February 10, 2004 and February 13, 2004, reporting under Item 5 that it had signed a definitive agreement to be acquired by Juniper Networks;

	•	the portions of NetScreen’s proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on January 28, 2004, with respect to NetScreen’s 2004 Annual Meeting of Stockholders that were incorporated by reference into NetScreen’s Annual Report on Form 10-K for the fiscal year ended September 30, 2003; and

	•	the description of NetScreen common stock contained in NetScreen’s registration statement on Form 8-A filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description.

In addition, all documents filed by Juniper Networks and NetScreen pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this joint proxy statement/prospectus and before the date of the Juniper Networks and NetScreen special meetings are deemed to be incorporated by reference into, and to be a part of, this joint proxy statement/prospectus from the date of filing of those documents.

Any statement contained in this joint proxy statement/prospectus or in a document incorporated or deemed to be incorporated by reference into this joint proxy statement/prospectus will be deemed to be modified or superseded for purposes of this joint proxy statement/prospectus to the extent that a statement contained in this joint proxy statement/prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this joint proxy statement/prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this joint proxy statement/prospectus.

Juniper Networks has supplied all information contained or incorporated by reference in this joint proxy statement/prospectus about Juniper Networks, and NetScreen has supplied all information contained or incorporated by reference in this joint proxy statement/prospectus about NetScreen.

Juniper Networks and NetScreen stockholders may request additional copies of this joint proxy statement/ prospectus and copies of the information incorporated by reference into this joint proxy statement/prospectus by contacting the investor relations department for each of Juniper Networks and NetScreen at:

For information relating to Juniper Networks:

Juniper Networks, Inc.

1194 North Mathilda Avenue

Sunnyvale, California 94089

Attention: Investor Relations

Phone: (408) 745-2000

For information relating to NetScreen:

NetScreen Technologies, Inc.

805 11th Avenue, Bldg. 3

Sunnyvale, California 94089

Attention: Investor Relations

Phone: (408) 543-2100

In addition, you may obtain copies of Juniper Networks’ information by making a request through Juniper Networks’ investor relations website, http://www.juniper.net, or sending an e-mail to investor-relations@juniper.net.

You may obtain copies of NetScreen’s information by making a request through NetScreen’s investor relations website, http://www.netscreen.com/company/investor relations, or by sending an e-mail to ir@netscreen.com.

In order for Juniper Networks stockholders to receive timely delivery of the documents in advance of the Juniper Networks special meeting, Juniper Networks should receive your request no later than [ ], 2004. In order for NetScreen stockholders to receive timely delivery of the documents in advance of the NetScreen special meeting, NetScreen should receive your request no later than [ ] 2004.

Juniper Networks and NetScreen file annual, quarterly and current reports, proxy and information statements and other information with the Securities and Exchange Commission. Copies of these materials can also be obtained by mail at prescribed rates from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 or by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website that contains reports, proxy statements and other information regarding each of us. The address of the Securities and Exchange Commission website is http://www.sec.gov.

Juniper Networks has filed a registration statement on Form S-4 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to Juniper Networks common stock to be issued to NetScreen stockholders in connection with the merger. This joint proxy statement/prospectus constitutes the prospectus of Juniper Networks filed as part of the registration statement. This joint proxy statement/prospectus does not contain all of the information set forth in the registration statement because certain parts of the registration statement are omitted in accordance with the rules and regulations of the Securities and Exchange Commission. The registration statement and its exhibits are available for inspection and copying as set forth above.

Juniper Networks stockholders should contact Juniper Networks Investor Relations at the addresses or telephone numbers listed above with any questions about the merger.

NetScreen stockholders should contact NetScreen Investor Relations at the address or telephone number listed above with any questions about the merger.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this joint proxy statement/prospectus, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer, solicitation of an offer or proxy solicitation in such jurisdiction. Neither the delivery of this joint proxy statement/prospectus nor any distribution of securities pursuant to this joint proxy statement/prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated into this joint proxy statement/prospectus by reference or in our affairs since the date of this joint proxy statement/prospectus.

Annex A

AGREEMENT AND PLAN OF REORGANIZATION

by and among

JUNIPER NETWORKS, INC.,

NERUS ACQUISITION CORP.

and

NETSCREEN TECHNOLOGIES, INC.

dated as of

February 9, 2004

TABLE OF CONTENTS


		Page

ARTICLE I THE MERGER			A-1
1.1	The Merger		A-1
1.2	Effective Time; Closing		A-1
1.3	Effect of the Merger		A-2
1.4	Certificate of Incorporation; Bylaws		A-2
1.5	Directors and Officers		A-2
1.6	Effect on Capital Stock		A-2
1.7	Surrender of Certificates; Payment of Cash and Stock Consideration		A-3
1.8	No Further Ownership Rights in Company Common Stock		A-5
1.9	Lost, Stolen or Destroyed Certificates		A-5
1.10	Tax Consequences		A-5
1.11	Taking of Necessary Action; Further Action		A-5

ARTICLE II REPRESENTATIONS AND WARRANTIES OF COMPANY			A-5
2.1	Incorporation and Qualification; Subsidiaries		A-5
2.2	Certificate of Incorporation and Bylaws		A-6
2.3	Capitalization		A-6
2.4	Authority Relative to this Agreement		A-7
2.5	No Conflict; Required Filings and Consents		A-8
2.6	Compliance; Permits		A-8
2.7	SEC Filings; Financial Statements		A-9
2.8	No Undisclosed Liabilities		A-10
2.9	Absence of Certain Changes or Events		A-10
2.10	Absence of Litigation		A-10
2.11	Company Employee Plans		A-11
2.12	Registration Statement; Joint Proxy Statement/ Prospectus		A-14
2.13	Restrictions on Business Activities		A-14
2.14	Property		A-14
2.15	Taxes		A-15
2.16	Environmental Matters		A-16
2.17	Brokers		A-17
2.18	Intellectual Property		A-17
2.19	Agreements, Contracts and Commitments		A-20
2.20	Insurance		A-21
2.21	Opinion of Financial Advisor		A-21
2.22	Board Approval		A-21
2.23	Vote Required		A-21
2.24	State Takeover Statutes		A-21
2.25	Company Affiliates		A-21

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		Page

ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			A-21
3.1	Incorporation and Qualification		A-22
3.2	Certificate of Incorporation and Bylaws		A-22
3.3	Capitalization		A-22
3.4	Parent Common Stock		A-23
3.5	Authority Relative to this Agreement		A-23
3.6	No Conflict; Required Filings and Consents		A-23
3.7	Compliance; Permits		A-24
3.8	SEC Filings; Financial Statements		A-24
3.9	No Undisclosed Liabilities		A-25
3.10	Absence of Certain Changes or Events		A-25
3.11	Absence of Litigation		A-25
3.12	Registration Statement; Joint Proxy Statement/ Prospectus		A-26
3.13	Operations of Merger Sub		A-26
3.14	Brokers		A-26
3.15	Opinion of Financial Advisor		A-26
3.16	Intellectual Property		A-26
3.17	Agreements, Contracts and Commitments		A-27
3.18	Board Approval		A-27
3.19	Vote Required		A-27

ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME			A-27
4.1	Conduct of Business by Company		A-27
4.2	Conduct of Business by Parent		A-29

ARTICLE V ADDITIONAL AGREEMENTS			A-30
5.1	Joint Proxy Statement/ Prospectus; Registration Statement		A-30
5.2	Stockholder Meetings; Board Recommendations		A-31
5.3	Company Acquisition Proposals		A-32
5.4	Parent Takeover Proposals		A-34
5.5	Confidentiality; Access to Information		A-35
5.6	Public Disclosure		A-35
5.7	Commercially Reasonable Efforts; Notification		A-35
5.8	Third Party Consents		A-36
5.9	Stock Options; 401(k) Plan; Company Employee Plan Matters		A-36
5.10	Form S-8		A-38
5.11	Indemnification		A-38
5.12	Nasdaq Listing		A-38
5.13	Affiliates		A-38
5.14	Section 16 Matters		A-38
5.15	Regulatory Filings		A-39
5.16	Parent Board Designees		A-39
5.17	Merger Sub Compliance		A-39

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		Page

ARTICLE VI CONDITIONS TO THE MERGER			A-39
6.1	Conditions to Obligations of Each Party to Effect the Merger		A-39
6.2	Additional Conditions to Obligations of Company		A-40
6.3	Additional Conditions to the Obligations of Parent and Merger Sub		A-41

ARTICLE VII TERMINATION, AMENDMENT AND WAIVER			A-41
7.1	Termination		A-41
7.2	Notice of Termination; Effect of Termination		A-43
7.3	Fees and Expenses		A-43
7.4	Amendment		A-44
7.5	Extension; Waiver		A-44

ARTICLE VIII GENERAL PROVISIONS			A-44
8.1	Survival of Representations and Warranties		A-44
8.2	Notices		A-44
8.3	Interpretation; Definitions		A-45
8.4	Counterparts		A-46
8.5	Entire Agreement; Third Party Beneficiaries		A-46
8.6	Severability		A-46
8.7	Other Remedies; Specific Performance		A-46
8.8	Governing Law		A-46
8.9	Consent to Jurisdiction		A-46
8.10	Rules of Construction		A-47
8.11	Assignment		A-47
8.12	Timing		A-47
8.13	Waiver of Jury Trial		A-47

INDEX OF EXHIBITS


Exhibit A-1		Form of Company Voting Agreement
Exhibit A-2		Form of Parent Voting Agreement
Exhibit B		Form of Company Affiliate Agreement

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AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of February 9, 2004, by and among Juniper Networks, Inc., a Delaware corporation (“Parent”), Nerus Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and NetScreen Technologies, Inc., a Delaware corporation (“Company”).

RECITALS

A. Upon the terms and subject to the conditions of this Agreement (as defined in Section 1.2) and in accordance with the Delaware General Corporation Law (“Delaware Law”), Parent and Company intend to enter into a business combination transaction.

B. The Board of Directors of Company has unanimously (i) determined that the Merger (as defined in Section 1.1) is consistent with and in furtherance of the long-term business strategy of Company and fair to, and in the best interests of, Company and its stockholders, (ii) approved and declared advisable this Agreement and has approved the Merger (as defined in Section 1.1) and the other transactions contemplated hereby and (iii) determined to recommend that the stockholders of Company adopt this Agreement.

C. The Board of Directors of Parent (i) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of Parent and is fair to, and in the best interests of, Parent and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) has determined to recommend that the stockholders of Parent approve the issuance of shares of Parent Common Stock (as defined in Section 1.6(a)) pursuant to the Merger (the “Share Issuance”).

D. Concurrently with the execution of this Agreement, (i) as a condition and inducement to Parent’s willingness to enter into this Agreement, certain affiliates of Company are entering into Voting Agreements in the form attached hereto as Exhibit A-1 (the “Company Voting Agreements”) and (ii) as a condition and inducement to Company’s willingness to enter into this Agreement, certain affiliates of Parent are entering into Voting Agreements in the form attached hereto as Exhibit A-2 (the “Parent Voting Agreements”).

E. Concurrently with the execution of this Agreement, as a condition and inducement to Parent’s willingness to enter into this Agreement, certain affiliates of Company are entering into Affiliate Agreements in the form attached hereto as Exhibit B (the “Company Affiliate Agreements”).

F. The parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

THE MERGER

1.1 The Merger. At the Effective Time (as defined in Section 1.2), and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into Company (the “Merger”), the separate corporate existence of Merger Sub shall cease, and Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”

1.2 Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger, and such other articles, certificates or other appropriate filing documents with the Secretary of State of the State of Delaware in accordance with the

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relevant provisions of Delaware Law (collectively, the “Certificate of Merger”) (the time of such filing (or such later time as may be agreed in writing by Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the “Closing”) shall take place at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, California at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions which, by their terms, are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”).

1.3 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers, and franchises of Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Company and Merger Sub shall become the debts, liabilities, and duties of the Surviving Corporation.

1.4 Certificate of Incorporation; Bylaws.

(a) At the Effective Time, the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation; provided, however, that at the Effective Time the name of the Surviving Corporation shall be changed to NetScreen Technologies, Inc.

(b) At the Effective Time, the Bylaws of the Surviving Corporation shall be amended and restated to be identical to those in effect for Merger Sub immediately prior to the Effective Time until thereafter amended.

1.5 Directors and Officers. The initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified. The initial officers of the Surviving Corporation shall be the officers of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly appointed.

1.6 Effect on Capital Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Company or the holders of any of the following securities, the following shall occur:

(a) Conversion of Company Common Stock. Each share of Common Stock, $0.001 par value per share, of Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock to be cancelled pursuant to Section 1.6(b), will be cancelled and extinguished and automatically converted (subject to Sections 1.6(e) and (f)) into the right to receive that number of shares of Common Stock, $0.00001 par value per share, of Parent (the “Parent Common Stock”) equal to 1.404 (the “Exchange Ratio”), upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 1.7 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 1.9). If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with Company, then the shares of Parent Common Stock issued in exchange for such shares of Company Common Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends. Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement with Company.

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	(b) Cancellation of Company-Owned and Parent-Owned Stock. Each share of Company Common Stock held by Company or owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Company or of Parent immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof.

	(c) Stock Options. At the Effective Time, all options to purchase Company Common Stock then outstanding under each of Company’s 1997 Equity Incentive Plan, 2001 Equity Incentive Plan, OneSecure, Inc. 2000 Stock Option/ Stock Issuance Plan, Neoteris 2001 Stock Plan, 2002 Stock Option Plan and any other plan or agreement pursuant to which options to purchase shares of Company Common Stock have been granted or are outstanding following their assumption by Company (collectively, the “Company Option Plans”) shall be assumed by Parent in accordance with Section 5.9. Rights outstanding under Company’s 2001 Employee Stock Purchase Plan (the “Company ESPP”) shall be treated as set forth in Section 5.9.

	(d) Capital Stock of Merger Sub. Each share of Common Stock, $0.001 par value per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.00001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of capital stock of the Surviving Corporation.

	(e) Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

	(f) Fractional Shares. Shares evidencing the right to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) will not be delivered to former holders of Company Common Stock who surrender such Company Common Stock for exchange. Each former holder of shares of Company Common Stock who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall receive from the Exchange Agent (as defined in Section 1.7) an amount of cash (rounded to the nearest whole cent) equal to the product of (i) such fraction of a share of Parent Common Stock, multiplied by (ii) the average closing price of Parent Common Stock, as reported on the Nasdaq Stock Market’s National Market (“Nasdaq”), for the five (5) trading days ending on and including the last full trading day prior to the Effective Time.

1.7 Surrender of Certificates; Payment of Cash and Stock Consideration.

(a) Exchange Agent. Parent shall select a bank or trust company reasonably acceptable to Company to act as the exchange agent (the “Exchange Agent”) in the Merger.

(b) Parent to Provide Common Stock and, if Applicable, Cash Consideration. Prior to or promptly after the Effective Time, Parent shall enter into an agreement with the Exchange Agent, which shall provide that, promptly after the Effective Time, Parent shall make available to the Exchange Agent, for exchange in accordance with this Article I, (i) the shares of Parent Common Stock issuable pursuant to Section 1.6 in exchange for outstanding shares of Company Common Stock, (ii) cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.6(f), and (iii) any dividends or distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 1.7(d).

(c) Exchange Procedures. As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock which shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, the right to receive cash in lieu of any fractional shares pursuant to Section 1.6(f),

A-3

and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted, the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

(d) Distributions With Respect to Unexchanged Shares. No dividends or other distributions declared or made after the date of this Agreement with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificate(s) with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificate(s) shall surrender such Certificate(s). Subject to applicable law, following surrender of any such Certificate(s), the Exchange Agent shall deliver to the record holders thereof, without interest, (i) a certificate(s) representing whole shares of Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.6(f) and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

(e) Transfers of Ownership. If any certificate representing shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in any name other than that of the registered holder of the Certificates surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable.

(f) Required Withholding. Each of the Exchange Agent, Parent, and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

(g) No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, Parent, the Surviving Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat, or similar law.

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1.8 No Further Ownership Rights in Company Common Stock. All shares of Parent Common Stock issued in exchange for shares of Company Common Stock in accordance with the terms hereof (together with any cash paid in respect thereof pursuant to Sections 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article I.

1.9 Lost, Stolen or Destroyed Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, a certificate representing the shares of Parent Common Stock into which the shares of Company Common Stock represented by such Certificates was converted pursuant t