Victory Capital Affirms Fully Financed, Clearly Superior Proposal to Acquire Janus Henderson

Proposed consideration of $57.04 Per Share Represents a 37% Premium to Janus Henderson's Unaffected Share Price as of Oct. 24, 2025

Published on Feb. 26, 2026

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Victory Capital Holdings, Inc. (NASDAQ: VCTR) today sent another letter to the Special Committee of Janus Henderson Group plc's (NYSE: JHG) Board of Directors, delivering a fully financed, actionable proposal to acquire Janus Henderson on compelling terms that provide meaningfully higher value than the transaction currently contemplated with Trian Fund Management, L.P. and its affiliated funds.

Why it matters

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.

The details

Under the terms of Victory Capital's 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. 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. Victory Capital's proposal is fully financed with no financing conditions and includes improved non-price terms compared to the Trian transaction.

  • Victory Capital sent three previous letters to the Janus Henderson Special Committee in November and December 2025 prior to the public announcement of the Trian merger agreement.
  • The letter was sent on February 26, 2026.

The players

Victory Capital Holdings, Inc.

An American diversified global asset management firm with $323.2 billion in total client assets, as of January 31, 2026.

Janus Henderson Group plc

An investment management firm that was the subject of an acquisition proposal from Victory Capital.

Trian Fund Management, L.P.

An investment management firm that had a transaction currently contemplated with Janus Henderson.

David C. Brown

The Chairman and CEO of Victory Capital.

Special Committee

The special committee of Janus Henderson's Board of Directors that was evaluating acquisition proposals.

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What they’re saying

“We are confident that combining Victory Capital and Janus Henderson, two similarly sized, complementary organizations, would create a more competitive platform that would deliver superior value for shareholders, employees and clients alike.”

— David C. Brown, Chairman and CEO of Victory Capital (businesswire.com)

“Despite submitting multiple superior proposals and repeatedly attempting to engage with Janus Henderson prior to the signing of the Trian merger agreement, the Janus Henderson Special Committee declined any meaningful dialogue.”

— David C. Brown, Chairman and CEO of Victory Capital (businesswire.com)

What’s next

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The takeaway

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