VCTR News & Events

Victory Capital (VCTR) "announced that it has withdrawn its proposal to acquire Janus Henderson Group (JHG). As Victory Capital has consistently stated, it was only prepared to move forward with a negotiated, consensual transaction that had the full support of the Janus Henderson Special Committee. While the Company is disappointed with the process run by the Special Committee, its admiration for the Janus Henderson business and its talented investment professionals remains unchanged. Victory Capital pursued this opportunity precisely because it recognized Janus Henderson as a high-quality organization and potentially a compelling strategic fit. Victory Capital's acquisition strategy has not changed. The Company will continue to pursue transactions that increase the competitiveness of the company through size, scale, product expansion and distribution access throughout the world, building on a proven long-term track record of value-creating acquisitions."

Victory Capital "announced that it has withdrawn its proposal to acquire Janus Henderson Group plc. As Victory Capital has consistently stated, it was only prepared to move forward with a negotiated, consensual transaction that had the full support of the Janus Henderson Special Committee. While the Company is disappointed with the process run by the Special Committee, its admiration for the Janus Henderson business and its talented investment professionals remains unchanged. Victory Capital pursued this opportunity precisely because it recognized Janus Henderson as a high-quality organization and potentially a compelling strategic fit."

Trian Fund Management and General Catalyst Group Management confirmed that they amended the definitive merger agreement with Janus Henderson Group (JHG), under which Trian and General Catalyst will now acquire Janus Henderson for $52.00 per share in cash. This represents Trian and General Catalyst's best and final offer. The amended purchase price represents a $3.00 increase in cash over the original $49.00 per share in cash purchase price and a 25% premium to the unaffected closing price of the Company's shares on October 24, 2025, the last trading day before the initial Trian/General Catalyst proposal was made public. Moreover, since that date, the S&P Composite 1500 Asset Management & Custody Banks Index and the S&P 500 Financial Services Index have declined 13.3% and 7.2% respectively, reinforcing the value certainty and expedited timeframe of the Trian/General Catalyst all-cash transaction. The Janus Henderson Special Committee and its Board determined that Victory Capital's (VCTR) unsolicited March 17, proposal presents unacceptable closing risk, that its financing is highly uncertain and that the proposal is not actionable. Despite such determination, Trian and General Catalyst increased their purchase price per share to demonstrate their strong commitment to the Janus Henderson franchise, its employees, clients and other stakeholders, and help bring finality to the process. The Board of Directors of Janus Henderson unanimously approved the amendment to the merger agreement, acting on the recommendation of the Special Committee of its Board of Directors, finding that it provides superior, near-term value to shareholders, in an uncertain geopolitical and macroeconomic environment. The Board reaffirmed its recommendation that Janus Henderson shareholders approve the Trian/General Catalyst transaction at the Company's shareholder meeting scheduled for April 16. The transaction remains on track to close in mid-2026. The closing is subject to satisfaction or waiver of customary closing conditions.