VCTR News & Events

Janus Henderson Group plc confirmed that on March 17, the special committee of the Janus Henderson board of directors received a revised unsolicited non-binding proposal from Victory Capital. "In consultation with its independent financial and legal advisors and consistent with its fiduciary duties, the Special Committee will evaluate the revised proposal, taking into account all terms and conditions, in accordance with the December 21, 2025 merger agreement providing for the company's acquisition by Trian Fund Management, L.P. and its affiliated funds, and General Catalyst Group Management, and its affiliated funds. As noted in Janus Henderson's March 11 press release, the Board, acting on the unanimous recommendation of the Special Committee, evaluated the prior Victory Capital proposal from February 26 and determined by unanimous vote that it was not in the best interests of Janus Henderson and its shareholders. The merger agreement remains in full force and effect, and the Board has not withdrawn or modified its recommendation that the shareholders of Janus Henderson vote in favor of the approval of the merger agreement and the merger contemplated thereby. The Board continues to recommend that the shareholders of Janus Henderson vote in favor of the approval of the merger agreement and the merger at the special meeting of shareholders scheduled to be held on April 16, 2026. Janus Henderson shareholders need take no action at this time with respect to the Victory Capital proposal," the company stated.

Victory Capital (VCTR) sent a letter to the special committee of the board of directors of Janus Henderson Group (JHG), delivering an improved proposal to acquire Janus Henderson. Under the enhanced financial terms of Victory Capital's revised proposal, Janus Henderson shareholders would receive $40.00 per share in cash and a fixed exchange ratio of 0.250 shares of Victory Capital common stock for each Janus Henderson share owned, translating to 31% ownership in a combined asset manager. The company said the $10.00 additional cash consideration per share in the improved proposal provides significantly greater certainty to Janus Henderson shareholders. Based on Victory Capital's closing share price as of March 16, Janus Henderson shareholders would receive total consideration of $56.84 per Janus Henderson share, representing $3.26 in additional per share consideration to our prior proposal and reflecting a 37% premium to Janus Henderson's unaffected share price as of October 24, 2025. Based on Victory Capital's unaffected share price immediately prior to submitting its proposal on February 26, Janus Henderson shareholders would receive total consideration of $59.32 per Janus Henderson share reflecting a 42% premium to Janus Henderson's unaffected share price. The revised proposal reflects $1.2B of incremental aggregate consideration and a 16% premium to the Trian proposal. The company said, :Victory Capital's compelling improved proposal is fully actionable and is fully financed with no financing out. While Victory Capital remains highly confident in the synergy opportunity for the combined company outlined in its prior proposal, the Company's committed financing does not rely on the full realization of such synergies. The financing is structured conservatively, independent of synergies and is based on the credit profile and cash flow generation ability of the combined business exclusive of any expected cost savings."

Victory Capital Holdings reported Total Assets Under Management of $324B, Other Assets of $3.1B, and Total Client Assets of $327.1B, as of February 28, 2026. For the month of February, Average Total AUM was $322.6B, average Other Assets was $3B, and average Total Client Assets was $325.6B.