Janus Henderson board rejects Victory Capital's $30 per share proposal

Janus Henderson Group plc (NYSE: JHG) announced its board unanimously rejected Victory Capital Holdings Inc.'s (NASDAQ: VCTR) unsolicited proposal to acquire the company for $30 per share in cash and stock, determining the offer is not in shareholders' best interests.

The board's special committee reviewed Victory's February 26 proposal, which offered $30 per share in cash and Victory stock representing 38% ownership of the combined company. This marked Victory's third proposal after previous submissions in November and December 2025, with the committee finding no meaningful improvement in terms.

Janus Henderson identified several concerns with Victory's proposal, including significant closing risks related to required client consents. The company stated it needs approval from clients representing at least 75% of its revenue, with key clients expressing reservations about maintaining relationships under Victory ownership.

The board cited Victory's estimated $500 million in synergies as problematic, noting this figure exceeds all of Janus Henderson's non-investment costs in the U.S. The company expressed concern that such cost-cutting could lead to system disruption, staff attrition, and performance deterioration.

Victory's proposal requires approval from two-thirds of votes cast at a Janus Henderson shareholder meeting. Trian, holding 20.7% of outstanding shares as of the March 9 record date, stated it will vote against Victory's proposal.

Victory's own shareholders must also approve the transaction, adding another approval requirement not present in the existing Trian-General Catalyst deal. Victory's stock price declined 14% since resubmitting its proposal.

The board reaffirmed its recommendation for shareholders to approve the existing merger agreement with Trian and General Catalyst, valued at $49 per share, at the April 16 shareholder meeting. This transaction does not require acquirer shareholder approval.

Goldman Sachs serves as financial advisor to the special committee, with Wachtell, Lipton, Rosen & Katz as legal advisor.

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