Victory Capital has approached the special committee of Janus Henderson Group’s board with a buyout offer, in a challenge to a pending deal with Trian Fund Management.
The latest proposal from Victory Capital would see Janus Henderson shareholders receive $57.04 per share.
This package includes $30 in cash and 0.350 shares of Victory Capital, calculated using Victory Capital’s closing price as of 25 February 2026.
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This offer comes in the wake of an agreement last year by Trian Fund Management and a consortium led by General Catalyst to acquire Janus Henderson for $49 per share, valuing the asset manager at $7.4bn.
Victory Capital claims its proposal offers a 37% premium on Janus Henderson’s share price before the initial bid on 24 October 2025, and about a 16% lift over the current agreement with Trian.
If accepted, Janus Henderson shareholders would own roughly 38% of the combined entity, which would have an estimated enterprise value of $16bn.
The proposal outlines provisions such as retaining investment staff, preserving existing branding, and minimising client disruption.
It also has several changes to non-price conditions when compared to the Trian agreement.
These include removal of financing contingencies, full specific performance protection for Janus Henderson, a lower client consent threshold for closing, a smaller termination fee, and no payment requirement if shareholders reject the transaction.
Victory Capital CEO and chairman David Brown said, “We are confident that combining Victory Capital and Janus Henderson, two similarly sized, complementary organisations, would create a more competitive platform that would deliver superior value for shareholders, employees and clients alike.
“Our proposal is fully financed and provides Janus Henderson shareholders with meaningful longterm upside through ownership of a stronger, more competitive organisation. We have a proven track record of successfully and thoughtfully integrating businesses, supporting investment firms, unlocking value through synergy realisation, and growth, as recently demonstrated by our acquisition of Pioneer.”
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