Janus Henderson Receives Unsolicited Acquisition Proposal

Janus Henderson confirmed that the special committee of the Janus Henderson board of directors received an unsolicited, non-binding proposal. On December 22, 2025, Janus Henderson announced that it had entered into a definitive merger agreement providing for the acquisition of Janus Henderson by Trian Fund Management and General Catalyst Group, for $49.00 per share in cash. As described in the preliminary proxy statement filed by the company in connection with the merger agreement, prior to the Company's entrance into the merger agreement, the special committee evaluated all proposals and determined none were actionable or superior to the merger contemplated by the merger agreement. The special committee will evaluate the unsolicited, non-binding proposal, taking into account all terms and conditions, in accordance with the merger agreement. The merger agreement remains in full force and effect, and the board of directors of Janus Henderson has not withdrawn or modified its recommendation that the shareholders of Janus Henderson vote in favor of the approval of the merger agreement and the merger contemplated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 special committee and the board of directors continue to recommend that the shareholders of Janus Henderson vote in favor of the approval of the merger agreement and the merger at the to be scheduled special meeting of shareholders. Janus Henderson shareholders need take no action at this time.