DEFA14A: Jamf Addresses Merger Lawsuits, Supplements Proxy Statement

Jamf Holding Corp. filed additional proxy materials to address shareholder lawsuits and demands regarding its proposed merger with Francisco Partners affiliates, denying claims but providing voluntary disclosures.

Summary

• Jamf Holding Corp. is making supplemental disclosures to its Definitive Proxy Statement, originally filed on December 10, 2025, concerning its merger with Jawbreaker Parent, Inc., an affiliate of Francisco Partners.
• These disclosures are in response to three lawsuits and several demand letters from purported stockholders alleging the original proxy statement was misleading or incomplete regarding the merger.
• Jamf denies the claims, stating they are without merit and no additional disclosures are legally required, but is providing the information voluntarily to avoid potential delays to the Special Meeting on January 8, 2026, and the merger, and to minimize associated expenses.
• The supplemental information includes clarifications on the outreach process to potential counterparties, the nature of standstill provisions in confidentiality agreements, and the disclosure of Kirkland & Ellis's client relationships with Francisco Partners and Vista Equity Partners.
• Material assumptions for both 'Company Growth Forecasts' and 'Current Trajectory Forecasts' are provided, detailing projected revenue growth, Adjusted EBITDA margins, and Adjusted unlevered free cash flow margins through 2034.

Sentiment

Score: 5

Explanation: The filing addresses ongoing litigation which is a negative, but the company is proactively making voluntary disclosures to mitigate risks of delay, which is a neutral to slightly positive action. The core event is a merger, which is generally a significant corporate action.

Positives

• Jamf is proactively making voluntary disclosures to mitigate the risk of delays to the Special Meeting and the merger process.
• The Company Board concluded that Kirkland & Ellis's existing client relationships with Francisco Partners and Vista Equity Partners would not affect its ability to serve as Jamf's legal counsel for the merger.
• Standstill provisions in confidentiality agreements with potential counterparties lapsed upon the merger agreement announcement, allowing them to submit competing proposals.

Negatives

• Three lawsuits and multiple demand letters have been filed by purported stockholders alleging the Definitive Proxy Statement contains misleading or incomplete information regarding the merger.
• The lawsuits seek to enjoin the merger, direct corrective disclosures, or seek rescission/damages if the merger is consummated.
• Some potential counterparties declined to enter confidentiality agreements, citing concerns about Jamf's Apple concentration and pro forma revenue growth potential.

Risks

• Failure to obtain the required shareholder vote for the merger.
• The merger may not be completed at all, or its completion may be delayed.
• Conditions to closing the merger may not be satisfied or waived.
• Governmental or regulatory approvals required for the merger may not be obtained or may be obtained subject to unanticipated conditions.
• Potential litigation relating to, or other unexpected costs resulting from, the merger.
• The merger could disrupt Jamf's current plans and operations.
• Restrictions during the pendency of the merger may impact Jamf's ability to pursue certain business opportunities or strategic transactions.
• Diversion of management's time on transaction-related issues.
• Continued availability of capital and financing and rating agency actions.
• Adverse effects on the market price of Jamf's common stock, credit ratings, or operating results due to merger announcements.
• Adverse effect on Jamf's ability to retain and hire key personnel, customers, and maintain relationships with business partners, suppliers, and customers.
• Impact of adverse general and industry-specific economic and market conditions and reductions in information technology spending.
• Potential impact of customer dissatisfaction with Apple or other negative events affecting Apple services and devices, including tariffs.
• Failure of enterprises to adopt Apple products.

Future Outlook

The company anticipates the merger with Francisco Partners affiliates to proceed, subject to shareholder approval at the Special Meeting on January 8, 2026, and satisfaction of other closing conditions. The filing includes forward-looking statements regarding the expected timetable and benefits of the merger.

Management Comments

• "The Company believes that the claims asserted in the Matters are without merit and that no supplemental disclosures to the Definitive Proxy Statement are required or necessary under applicable laws."
• "However, in order to avoid the risk of delay to the Special Meeting or to the Merger and to minimize the potential expense associated therewith, and without admitting any liability or wrongdoing, the Company is voluntarily making certain disclosures below that supplement those contained in the Definitive Proxy Statement."
• "The Company specifically denies all allegations in the Matters, including that any additional disclosure was or is required, and believes that the supplemental disclosures contained herein are immaterial."

Industry Context

The filing highlights concerns from potential counterparties regarding Jamf's "Apple concentration" and "pro forma revenue growth potential," indicating that the company's strong ties to the Apple ecosystem are a significant factor in its business model and perceived risks/opportunities within the broader enterprise software and device management industry.

Comparison to Industry Standards

• The filing mentions that some potential counterparties expressed concerns regarding Jamf's 'Apple concentration' and 'pro forma revenue growth potential' when declining to enter confidentiality agreements. This suggests that reliance on a single platform (Apple) is viewed as a specific risk or limitation by some industry players, potentially impacting valuation or strategic fit compared to more diversified enterprise software providers.

Corporate Governance

Legal Proceedings

• Bushansky v. Jamf Holding Corp. et al. (Court of Chancery in the State of Delaware, December 10, 2025): Alleges the Definitive Proxy Statement is misleading and contains disclosure deficiencies regarding the Merger.
• Weiss v. Jamf Holding Corp. et al. (Supreme Court of the State of New York, County of New York, December 12, 2025): Alleges the Definitive Proxy Statement is misleading and contains disclosure deficiencies regarding the Merger.
• Lloyd v. Jamf Holding Corp. et al. (Supreme Court of the State of New York, County of New York, December 16, 2025): Alleges the Definitive Proxy Statement is misleading and contains disclosure deficiencies regarding the Merger.
• Purported stockholders have sent demand letters alleging similar deficiencies in the Definitive Proxy Statement.
• The complaints generally seek corrective disclosures, injunctions against the consummation of the Merger, rescission or rescissory damages in the event the Merger is consummated, and an award of costs including attorneys and expert fees.

Stakeholder Impact

• Shareholders: Directly impacted by the merger vote and the ongoing litigation regarding the adequacy of disclosures. The supplemental disclosures aim to provide more information for their voting decision.
• Employees: Potential impact on retention and morale due to the uncertainty surrounding the merger and its integration into Francisco Partners.
• Customers & Business Partners: Risk of disruption to relationships and operations during the merger pendency.
• Creditors: Continued availability of capital and financing is a risk factor mentioned.

Next Steps

• Hold the Special Meeting of stockholders on January 8, 2026, to vote upon matters necessary to adopt and complete the Merger.
• Work towards satisfying the conditions to closing the Merger.
• Address any further litigation or demand letters that may arise.

Key Dates

Keywords

Jamf Holding Corp, JAMF, Francisco Partners, Merger, Acquisition, Proxy Statement, Shareholder Litigation, Corporate Governance, Financial Forecasts, Apple Ecosystem, Enterprise Software, Device Management