JHG News & Events

Janus Henderson (JHG) announced that its board, acting on the unanimous recommendation of the special committee of the board, has determined by unanimous vote that the unsolicited, non-binding proposal received on February 26 from Victory Capital (VCTR) is not in the best interests of Janus Henderson and its shareholders and does not constitute, and would not reasonably be expected to result in, a company superior proposal under the terms of the merger agreement providing for the acquisition of Janus Henderson by Trian and General Catalyst.

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 The merger agreement remains in full force and effect, and the board of directors of Janus Henderson has not withdrawn or modified its recommendation that the shareholders of Janus Henderson vote in favor of the approval of the merger agreement and the merger contemplated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.

Victory Capital (VCTR) sent another letter to the special committee of Janus Henderson's (JHG) board of directors, delivering a proposal to acquire Janus Henderson on terms that provide "meaningfully higher: value than the transaction currently contemplated with Trian. The company said, " Under the terms of this "best-of-both-worlds" proposal, Janus Henderson shareholders would receive total consideration of $57.04 per share, consisting of $30.00 in cash and a fixed exchange ratio of 0.350 shares of Victory Capital common stock, based on Victory Capital's closing stock price as of February 25, 2026. This proposal represents a 37% premium to Janus Henderson's unaffected share price as of October 24, 2025 and an approximately 16% premium to Janus Henderson's currently contemplated transaction with Trian. Following the transaction, Janus Henderson shareholders are expected to own approximately 38% of the combined company, which would have a total enterprise value of approximately $16 billion. This would provide substantial potential upside as benefits from synergies and growth are realized, while also delivering significant upfront cash proceeds to Janus Henderson shareholders. A combination between Victory Capital and Janus Henderson would build on Victory Capital's highly successful track record of acquiring and integrating investment firms into its platform, creating a global investment management business with exceptional diversification and distribution capabilities that is better positioned to compete at scale against the largest asset managers in the world. Additionally, Victory Capital's proposal provides stability for clients as it intends to retain investment professionals, preserve the Janus Henderson brand and minimize disruption. Victory Capital strongly believes that its proposal constitutes a "Company Superior Proposal" under the Trian merger agreement due to its higher value and minimal execution risk. Victory Capital has materially improved non-price terms compared to the currently contemplated transaction with Trian, including no financing outs, full specific performance protection for Janus Henderson, a lower client consent closing condition, a lower termination fee, and no requirement for Janus Henderson to make a payment to Victory Capital if Janus Henderson shareholders do not approve the transaction with Victory Capital. Accordingly, Victory Capital believes that the Special Committee should determine that the proposal constitutes a "Company Superior Proposal" and engage with Victory Capital as permitted under the merger agreement with Trian."