Feb. 26 at 1:50 PM
Victory Capital Holdings Inc. has submitted a fully financed proposal to acquire Janus Henderson Group plc for
$57.04 per share, consisting of
$30.00 in cash plus 0.350 Victory shares for each Janus share.
The offer represents a 37% premium to Janus Henderson’s unaffected share price on Oct. 24, 2025, and is approximately 16% higher than the value of Janus’ previously contemplated transaction with Trian Fund Management LP.
Under the proposal, Janus shareholders would own about 38% of the combined company, which would have an estimated enterprise value of roughly
$16 billion. Victory expects about
$500 million in cost synergies, primarily from middle- and back-office efficiencies and vendor consolidation.
Victory lowered the required client-consent threshold to 75% (from 80%), reduced the termination fee to 3% (from 4%), and eliminated a provision requiring Janus to pay
$111.4 million in expense reimbursements if shareholders reject the deal.
$VCTR $JHG